S-1

As filed with the Securities and Exchange Commission on March 18, 2021

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

agilon health, inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	8090	37-1915147
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1 World Trade Center, Suite 2000

Long Beach, CA 90831

(562) 256-3800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Steven J. Sell

Chief Executive Officer

agilon health, inc.

1 World Trade Center, Suite 2000

Long Beach, CA 90831

(562) 256-3800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Peter J. Loughran, Esq.
Paul M. Rodel, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000 William V. Fogg, Esq. Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, New York 10019
(212) 474-1000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Common Stock, par value $0.01 per share	$100,000,000	$10,910

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.

(2) Includes shares of common stock subject to the underwriters’ option to purchase additional shares.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the U.S. Securities and Exchange Commission declares our registration statement effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED                     , 2021

                Shares

agilon health, inc.

Common Stock

This is the initial public offering of shares of common stock of agilon health, inc. (“agilon health”). We are offering                shares of common stock. We anticipate that the initial public offering price will be between $                 and $                 per share.

Prior to this offering, there has been no public market for our common stock. Upon the completion of this offering, we intend to apply to list our common stock on the New York Stock Exchange (the “NYSE”) under the symbol “AGL”.

After the completion of this offering, we expect to be a “controlled company” within the meaning of the corporate governance standards of the NYSE.

We will be treated as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, for certain purposes until we complete this offering. As such, in this prospectus, we have taken advantage of certain reduced disclosure obligations that apply to emerging growth companies. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 23 of this prospectus to read about factors you should consider before buying shares of our common stock.

	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to agilon health, inc.	$	$

(1) See “Underwriting” for a description of the compensation payable to the underwriters.

The underwriters also may purchase up to                 additional shares from us at the initial offering price less the underwriting discounts and commissions, within 30 days from the date of this prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities described herein or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on or about                 , 2021.

J.P. Morgan Goldman Sachs & Co. LLC BofA Securities

Deutsche Bank Securities Wells Fargo Securities

William Blair  Truist Securities               Nomura

Prospectus dated                , 2021

TABLE OF CONTENTS

Prospectus Summary	1
Risk Factors	23
Special Note Regarding Forward-Looking Statements and Information	67
Use of Proceeds	70
Dividend Policy	71
Capitalization	72
Dilution	74
Management’s Discussion and Analysis of Financial Condition and Results of Operations	76
Business	103
Management	142
Executive Compensation	149
Principal Stockholders	159
Certain Relationships and Related Party Transactions	161
Description of Capital Stock	164
Shares Available for Future Sale	170
Description of Certain Indebtedness	172
Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders	175
Underwriting	179
Validity of Common Stock	190
Experts	190
Where You Can Find More Information	190
Index to Consolidated Financial Statements	F-1

You should rely only on the information contained in this prospectus and any free writing prospectus we may authorize to be delivered to you. We have not, and the underwriters have not, authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus and any related free writing prospectus. We and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is only accurate as of the date of this prospectus, regardless of the time of delivery of this prospectus and any sale of shares of our common stock.

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Certain Important Terms

• “We,” “us,” “our,” “agilon” and the “Company” mean agilon health, inc., a Delaware corporation and its consolidated subsidiaries, unless the context refers only to agilon health, inc., as a corporate entity (which we refer to as “agilon health”).

• “Anchor geography” means the geographies in which our anchor physician groups operate.

• “Anchor physician groups” means the physician groups with which we have long-term contractual arrangements, typically including joint governance, operations and leadership, and surplus sharing, and does not include physicians in our Hawaii geography.

• “Capitation” means a payment arrangement in which a set amount for each enrolled beneficiary is paid to a provider or entity during an agreed upon period, regardless of whether or not such beneficiary seeks medical services or treatment.

• “CMS” means the Centers for Medicare & Medicaid Services.

• “CMS Innovation Center” means the Center for Medicare & Medicaid Innovation.

• “DCE” means a Direct Contracting Entity participating in the CMS Innovation Center Direct Contracting Model.

• “FFS” means fee-for-service.

• “Independent physicians” means physicians not employed by health systems or insurance providers.

• “Live,” when referring to a physician partner or a geography, means implementation of our platform with the physician partner or in the geography is complete, and we are generating revenue and assuming financial risk pursuant to agreements with payors.

• “MA” means Medicare Advantage.

• “Members” means the MA patients who are attributed to our PCPs (as defined below) by our payors (as defined below).

• “Payors” means health insurance providers.

• “Our PCPs” means PCPs contracted by our anchor physician groups and our network of contracted physicians.

• “PCP” means primary care physician.

• “Physician partners” means our anchor physician groups and all other physicians with whom we have contractual arrangements.

• “PMPM” means per member per month.

• “RBE” means a risk-bearing entity.

• “STAR rating” means annual ratings awarded by CMS to health plans which measure the quality of health services received by beneficiaries enrolled in MA based on various calculated quality metrics.

• “Total Care Model” means a PCP-led global capitation reimbursement model in which physicians receive a monthly payment from health plans to manage the total healthcare needs of their attributed patients.

Market and Industry Data

This prospectus includes estimates regarding market and industry data and forecasts, which are based on publicly available information, industry publications and surveys, reports from government agencies, reports by market research firms and our own estimates based on our management’s knowledge of, and experience in, the

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healthcare industry. Third-party industry publications and forecasts generally state that the information contained therein has been obtained from sources generally believed to be reliable.

Throughout this prospectus, all references to “net promoter score” or “NPS” are to a measure of satisfaction widely used in the healthcare industry. We calculate patient and provider net promoter score based on responses to patient and provider surveys, administered as electronic surveys annually, that ask the patient or provider to rank, on a scale of 0 to 10, how likely they are to recommend their (or their provider’s) practice to a friend or family member. We assign the designation of “Promoter” to respondents who provide a score of 9 or 10, the designation of “Passive” to respondents who provide a score of 7 or 8, and the designation of “Detractor” to respondents who provide a score of 0 to 6. We then subtract the percentage of Detractors from Promoters to determine our overall net promoter score. We believe that this method of calculation aligns with industry standards and that this metric is meaningful for investors because of the correlation that we believe exists between net promoter score and patient and provider satisfaction.

Our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the captions “Risk Factors,” “Special Note Regarding Forward-Looking Statements and Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Service Marks, Trademarks and Trade Names

We hold various service marks, trademarks and trade names, such as “agilon health,” “agilon” and our logo design, that we deem particularly important to the advertising activities conducted by each of our businesses. This prospectus also contains trademarks, service marks and trade names of other companies which are the property of their respective holders. We do not intend our use or display of such names or marks to imply relationships with, or endorsements of us by, any other company.

Basis of Presentation

During 2020, we implemented a plan to divest all of our California operations, which includes the entirety of our Medicaid line of business, via three separate transactions with different parties. In February 2021, we completed the divestiture of our California operations. As a result of the divestiture of all of our California operations, our financial statements included in this prospectus reflect discontinued operations presentation for all California operations. Financial and operating information contained in this prospectus is presented without California operations data unless expressly stated otherwise. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—California Operations” for additional information.

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PROSPECTUS SUMMARY

The following summary highlights selected information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information you should consider before investing in our common stock. You should carefully read the entire prospectus, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our consolidated financial statements included elsewhere in this prospectus, before making an investment decision.

Overview

Our business is transforming healthcare by empowering the primary care physician (“PCP”) to be the agent for change in the communities they serve. We believe that PCPs, with their intimate patient-physician relationships, are best positioned to drive meaningful change in quality, cost and patient experience when provided with the right infrastructure and payment model. Through our combination of the agilon platform, a long-term partnership model with existing physician groups and a growing network of like-minded physicians, we are poised to revolutionize healthcare for seniors across communities throughout the United States. Our purpose-built model provides the necessary capabilities, capital and business model for existing physician groups to create a Medicare-centric, globally capitated line of business. Our model operates by forming risk-bearing entities (each, an “RBE”) within local geographies, that enter into arrangements with payors providing for monthly payments to manage the total healthcare needs of our physician partners’ attributed patients (or, global capitation arrangements), contract with agilon to perform certain functions and enter into long-term professional service agreements with one or more anchor physician groups pursuant to which the anchor physician groups receive a base compensation rate and share in the savings from successfully improving quality of care and reducing costs.

Our company was formed in 2016, and we established our inaugural partnership with an anchor physician group in 2017. Our ability to rapidly build scaled positions in local communities has allowed us to grow to 16 anchor physician groups and 17 geographies in fewer than five years. Our platform has enabled us to grow our total membership by 45% and revenue by 53% from December 31, 2019 to December 31, 2020. Currently, the PCPs on our platform serve approximately 210,000 patients enrolled in Medicare Advantage (“MA”), which includes approximately 49,000 patients with physician groups contracted to go-live on January 1, 2022 (we refer to these patients as the “members on our platform”). In addition, through our participation in the Center for Medicare & Medicaid Innovation (“CMS Innovation Center”) Direct Contracting Model, our PCPs are expected to serve over 50,000 Medicare fee-for-service (“FFS”) beneficiaries through our five currently approved Direct Contracting Entities (“DCEs”). For the year ended December 31, 2020, our DCEs did not contribute to our revenue.

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Empower PCPs to Transform Care in Their Communities

The current state of the U.S. healthcare system is defined by the following key factors:

• Unsustainably high and rising costs characterized by waste, unnecessary variation in care and poor patient experience and health outcomes;

• FFS reimbursement model focused on units of service rather than a coordinated approach to meet the unique needs of individual patients;

• The Medicare population is projected to grow from approximately 62 million in 2020 to more than 70 million individuals in 2025 with a total spend of approximately $1.25 trillion, and MA enrollment is projected to comprise 47% of total Medicare enrollment (which we refer to as the “MA penetration rate”); and

• PCPs are positioned—but not currently empowered or incentivized—to act as the quarterback for healthcare delivery, with their decisions estimated to influence up to 90% of total healthcare spending according to a 2017 study.

We believe that failing to empower PCPs has fostered waste, needless variability in care and unsustainable growth in healthcare costs. According to a 2019 article entitled “Waste in the US Health Care System: Estimated Costs and Potential for Savings” published in the Journal of the American Medical Association, failure of care delivery, failure of care coordination and overtreatment or low-value care were estimated to represent $205.3 billion to $345.1 billion of waste annually in the U.S. healthcare system. While there is broad recognition of the need to move beyond a volume-based, FFS reimbursement model, structural hurdles have impeded rapid adoption of a PCP-led global capitation reimbursement model in which physicians receive a monthly payment from health plans to manage the total healthcare needs of their attributed patients, which we refer to as a Total Care Model. In this prospectus, we refer to “capitation” as a payment arrangement in which a set amount for each enrolled beneficiary is paid to a provider or entity during an agreed upon period, regardless of whether or not such beneficiary seeks medical services or treatment.

To overcome these hurdles and achieve our mission of being the trusted long-term partner to community-based physicians, we have developed what we believe is a first-of-its-kind Total Care Model for community-based physicians that focuses exclusively on Medicare and manages subscription-like per member per month (“PMPM”) arrangements with health plans or directly with the government. The agilon Total Care Model is powered by our platform, enabled through a long-term partnership model and reinforced via our growing national

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network of like-minded physicians. Our position as innovators is demonstrated by a series of transformative accomplishments since the formation of the company in July 2016, and our first partnership in 2017, many of which we believe to be industry-firsts:

• Implemented the first MA multi-payor, globally capitated risk model with a community-based physician group in all of our diverse geographies in which our anchor physician groups operate (“anchor geographies”);

• Exported the Total Care Model from one to 17 geographies ranging from communities as small as Zanesville, Ohio to large and rapidly growing communities such as Austin, Texas;

• Grew from approximately 24,000 patients attributed to our PCPs by our payors (“members”) to approximately 210,000 MA members on our platform;

• Expanded from two payors to 15 payors on our platform; and

• Poised to participate in the Direct Contracting Model, with over 50,000 Medicare FFS beneficiaries expected to be served by our existing PCPs contracted through our five currently approved DCEs.

Our business model is differentiated by its focus on existing community-based physician groups and is built

around three key elements:

• agilon’s platform, which is holistic in enabling the rapid transformation to risk, is comprised of an integrated set of capabilities designed to continuously improve, and is delivered to our anchor physician groups through an aligned long-term partnership model;

• agilon’s long-term physician partnership approach with community-based physician groups, which is designed to move healthcare closer to the physician, be outcome-centric and optimize the long-term sticky relationship between a patient and their existing physician; and

• agilon’s network of leading community-based physician partners, functioning as a collaborative group which can share best practices, influence the development of the platform, compare notes on the transition to a Total Care Model and learn from one another.

With our model, our goal is to remove the barriers that prevent community-based physicians from evolving to a Total Care Model, where the physician is empowered to manage health outcomes and the total healthcare needs of their attributed Medicare patients. The combination of subscription-like PMPM agreements with payors, the sticky patient-physician relationship and our long-term partnership model, which is typically 20 years in duration, results in a growing and recurring revenue stream and provides significant visibility into the near-term and long-term financial trajectory for both agilon and our anchor physician groups. In January of each year, we typically have visibility into greater than 90% of that year’s projected revenue.

The result is PCPs transforming their historical transaction-based model to a long-term, holistic membership-based model that is reflective of the intimate and trusted relationship between physician and patient. Despite our history of net losses, we believe this membership-based model results in a recurring revenue stream and provides our anchor physician groups with access to an incremental profit margin opportunity based on delivering high-quality care and health outcomes. Freed from the constraints of the transactional FFS reimbursement model, our PCPs are empowered to practice team-based, coordinated care when addressing individual patient needs and transition to a sustainable long-term business model for their senior patients. We believe enabling PCPs to unlock the value of a Medicare-centric, globally capitated line of business while remaining independent can transform the community-based physician business model.

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In this prospectus, when referring to a physician partner or a geography, “live” means implementation of our platform with the physician partner or in the geography is complete, and we are generating revenue and assuming financial risk pursuant to agreements with health insurance providers (“payors”). In addition, “anchor physician groups” means the physician groups with which we have long-term contractual arrangements, typically including joint governance, operations and leadership, and surplus sharing, and does not include physicians in our Hawaii geography. We refer to our anchor physician groups and the other physicians with whom we have contracted arrangements as our “physician partners.” Finally, “our PCPs” means PCPs contracted by our anchor physician groups and our network of contracted physicians.

The agilon Flywheel Effect: Our platform, partnership and network model enable our physician partners to be the quarterback for healthcare delivery in their community, and successfully operate a Medicare-centric, globally capitated line of business. This generates improving quality and cost outcomes, growing membership and increasing medical margin per member, which we share with our physician partners pursuant to our long-term partnership model. We believe this continuous improvement in patient and physician engagement and experience leads to more PCPs joining our platform and ultimately improves the success of each physician partner on the platform. As our platform grows, we believe we will be able to leverage our scale to drive additional investment in our geographies to accelerate this flywheel for the benefit of our physician partners and their patients. The power of the agilon flywheel is highlighted by our total membership growth of 45%, of which 42% was driven by same geography membership growth and 58% was driven by entry into new geographies from December 31, 2019 to December 31, 2020, and general and administrative expenses per member contracted by 23% over the same period. Over the same period, we had revenue of $1.2 billion and a net loss of $60.1 million.

Our Market

In 2020, approximately 62 million Americans were enrolled in Medicare nationally, of which we estimate approximately 27 million to be affiliated with independent physicians. We define independent physicians as physicians not employed by health systems or insurance providers. We consider our current addressable market to be the estimated 17.5 million Medicare beneficiaries affiliated with independent PCPs in states in which we

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already have a physician partner or a signed letter of intent with a physician group as of January 2021, and those in which we have identified near-term prioritized geographies. Based on 2021 estimated average annual revenue per Medicare member to us of approximately $10,000, we estimate that this represents a total addressable market (“TAM”) size of approximately $175 billion in 2020. We believe this addressable market will increase to nearly 20 million Medicare beneficiaries and $253 billion by 2025, based on the Centers for Medicare & Medicaid Services’ (“CMS”) projected Medicare enrollment and spending per beneficiary growth rates.

(1) 2020 Medicare spend for total Medicare beneficiaries is based on CMS spend per beneficiary.

(2) 2025 Medicare spend for total Medicare beneficiaries, beneficiaries attributed to independent PCPs and agilon total addressable market is based on CMS projected Medicare enrollment and spending per beneficiary growth rates.

Of our estimated 2020 addressable market, $80 billion is concentrated in states in which we currently have a physician partner or a signed letter of intent with a physician group as of January 2021, and $24 billion is based in counties in which we currently have a physician partner or a signed letter of intent with a physician group as of January 2021. In addition to the MA members our physician partners currently serve, we estimate our physician partners also serve approximately 375,000 patients that are addressable, which includes all Medicare FFS beneficiaries and commercial patients expected to age into Medicare over the next five years. This represents a 2020 market size of approximately $3.8 billion, using the same assumed annual revenue per Medicare member to us.

In addition, we see an additional opportunity for growth of our addressable market in physicians currently affiliated with health systems or insurance providers who become increasingly dissatisfied with those models. In considering our total addressable market, please also see “Risk Factors—Risks Related to Our Business.”

Industry Challenges and Our Opportunity

We believe there is a significant opportunity to impact growth in U.S. healthcare costs and change the trajectory of the primary care business model through a platform, such as ours, in which PCPs are empowered to manage health outcomes and the total healthcare needs of their attributed Medicare patients and share in the financial surplus created to the extent premiums received exceed the cost of medical care.

Unsustainably high and rising U.S. healthcare costs

According to CMS, U.S. national healthcare expenditures are expected to increase from $3.81 trillion in 2019 to $4.01 trillion in 2020. CMS projects that by 2028, healthcare expenditures will reach $6.20 trillion and will account for 19.7% of the U.S. GDP, up from 17.7% in 2018.

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Patients are dissatisfied with the fragmented and uncoordinated healthcare experience

In the current FFS model, reimbursement is focused on units of service rather than a coordinated approach to meet the unique needs of individual patients. As a result, care delivery is often uncoordinated, leaving patients frustrated and responsible to navigate their own way through a fragmented and complex healthcare system.

PCPs are well-positioned to be agents of change

According to Oregon’s Patient-Centered Primary Care Home Program, every $1 spent on primary care services can save $13 of future healthcare costs. Across the U.S., there are more than 486,000 active PCPs who serve as patients’ first and most frequent point of contact for their healthcare experience.

The trajectory of the current independent primary care business model is unsustainable

In the current FFS reimbursement model, as average reimbursement rates decline, PCPs must increase the number of patients they see to sustain their practice. This volume-based model perpetuates physician burnout and jeopardizes the long-term sustainability of the independent primary care business model. According to a 2019 report, more than 50% of family physicians show symptoms of burnout, driven in part the FFS reimbursement model and increasing administrative burden. We believe this has been exacerbated by the effects of COVID-19.

Growth of the complex and costly Medicare population is accelerating pressure on primary care

The Medicare population is expected to grow from approximately 62 million individuals in 2020 to approximately 70 million individuals by 2025. As the medically complex Medicare population disproportionately drives utilization and cost, and is typically reimbursed at a lower rate than the commercial population, the primary care delivery system and the overall healthcare system are further strained.

Structural Hurdles to Adoption of a Total Care Model

We believe that all key stakeholders—patients, physicians and payors—benefit significantly from an environment where PCPs are empowered to manage health outcomes and the total healthcare needs of their attributed Medicare patients versus operating in the current FFS reimbursement model that primarily rewards units of service. However, over time, the existing FFS system has created structural hurdles that now impede rapid and broad adoption of a PCP-led Total Care Model.

• PCPs lack the incentive structure to reorganize the healthcare delivery system.

• PCPs lack the infrastructure to participate in a multi-payor model.

• PCPs lack the breadth of capabilities and resources necessary to transition to a Total Care Model.

• PCP groups are highly fragmented and lack the benefits of scale.

• Limited long-term, deep collaboration between payors and physicians.

Our Answer

We have created a Total Care Model for community-based physicians that focuses exclusively on Medicare and manages the comprehensive healthcare needs of our members through subscription-like PMPM arrangements with health plans or directly with CMS—powered by the agilon platform, enabled through a long-term partnership model and reinforced via a growing national network.

The agilon Platform: The agilon platform is focused on existing community-based physician groups, senior patients within these practices and enabling our physician partners to rapidly move to a subscription-like Total

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Care Model. Our platform is holistic in supporting the rapid transition to a Total Care Model with technology, people, process and capital, and recognizes that enhanced capabilities are needed at multiple levels and must be deeply integrated within existing physician group operating processes to successfully execute the transition. The agilon platform was co-developed and has been continuously refined with our physician partners since the formation of the company. The agilon platform comprises an integrated set of capabilities, delivered as a unified platform to enable successful partnerships at the community level, create a national network of PCPs and physician groups and empower our PCPs to improve health outcomes for their patients.

Our platform capabilities include:

• Payor Engagement: In each community, we connect multiple payors, patients and physicians around a single, purpose-built platform for MA patients with one approach to quality, patient experience, clinical program management and financial management.

• Direct Contracting Model: In each community we serve, our Total Care Model can be extended to patients enrolled in traditional Medicare through the CMS Innovation Center Direct Contracting Model.

• Data Integration and Management: Our purpose-built and flexible platform enables ease of integration with payor systems, physician electronic medical record (“EMR”) systems, labs, pharmacies and other third-party platforms, encompassing millions of data records each month.

• Clinical Programs and Product Development: Combining insights from evidence-based medicine and patient-level data, our medical leadership and local physician leaders develop high-value actionable playbooks for partner physicians to deliver quality care, which include operational plans, analytics and tracking metrics.

• Quality (Clinical and Experience): The agilon platform provides actionable consolidated information, centralized and local resources and processes to expand access, strengthen the patient-physician relationship and reduce medically unnecessary drivers of healthcare costs.

• Growth: We enable our partners to extend their local brand into a senior care brand for their Total Care Model that embodies the history and culture of their local physician group. Through the development of this local brand and a Medicare-centric education approach, we enable our physician partners to actively engage with their approximately 220,000 patients that are currently Medicare-eligible but are not covered by an MA plan and their approximately 156,000 60-64 year-old patients, to enable their patients to make educated healthcare choices. These patients represent an embedded growth opportunity.

• Performance Management Analytics: One of the most powerful parts of our platform is enabled by the peer-to-peer comparison of efficiency and clinical metrics at the physician, population and network level.

• Financial Management: Leveraging our dedicated team of subject-matter experts, and our robust technologies and capabilities, our platform operationalizes the finance elements of a risk-bearing structure.

• National Policy: We believe we are able to unite the voices of our community-based physician leaders to inform and advance policy in Washington, D.C.

agilon’s Long-term Physician Partner Model

Physician Relationships

We built the agilon platform to be deployed through an aligned long-term partnership model with community-based physician groups to address the need to move healthcare closer to the physician, be outcome-

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centric and optimize the long-term sticky relationship between a patient and their existing physician. Our anchor physician group relationships have the following characteristics:

• Long-term partnership model that allows both agilon and physicians to take the long-term view and benefit from the maturity of a growing number of members on the platform;

• Shared governance and co-location of staff to manage our local partnerships;

• Local dyad leadership structure that includes a medical director from the local anchor physician group;

• Local brand which reflects the local anchor physician group or geography;

• Capital from agilon to support value-based care infrastructure supporting the delivery of high-quality healthcare, and 100% downside protection, which removes a major obstacle to physicians making the leap to a Total Care Model;

• Operating leverage created by amortizing centralized investments in the platform infrastructure across a growing number of physician partners; and

• Surplus dollars generated locally due to improvements in quality of care and healthcare costs are shared with the local anchor physician group.

Under the Total Care Model, we typically operate by RBE’s within local geographies. These wholly-owned RBEs enter into risk-bearing, global capitation agreements with payors, contract with agilon to perform certain functions and enter into long-term professional service agreements with one or more anchor physician groups. Individual MA members whose care is provided by PCPs employed or affiliated with our anchor physician groups are attributed to the RBE, which bears financial responsibility for the associated medical costs of such members. Through incentive compensation arrangements, we share with our anchor physician groups a portion of the RBE’s savings from successfully improving the quality of care and reducing costs. Typically, our anchor physician groups receive a FFS base compensation rate for services rendered which is paid directly by health plan payors to our anchor physician groups or, in certain arrangements, paid from the health plan payor to the applicable RBE, who pays the compensation received to our anchor physician groups. In certain cases, our anchor physician groups may be entitled to a guaranteed minimum FFS base compensation rate from the RBE in the event that the FFS base compensation rate paid by the health plan payor does not meet the negotiated base compensation rate as agreed between the RBE and the anchor physician group, or if the FFS base compensation rate paid by the health plan payor falls below what the anchor physician group had received prior to joining our platform. Historically, the base compensation rates paid directly by the health plan payors to our anchor physician groups have met or exceeded applicable guaranteed minimum FFS base compensation rates. Most of our contracts with our anchor physician groups contain exclusivity provisions, as well as termination rights that are triggered upon certain events.

Payor Relationships

In each of our geographies, we enter into subscription-like PMPM agreements with payors to manage the total healthcare costs of our attributed members. Through this partnership model, we believe we:

• empower PCPs to act as the quarterback for healthcare delivery;

• enable PCPs to define a tailored patient experience across multiple payors;

• create an operating partnership and economic model built around improved health outcomes instead of a transaction-based model; and

• align the physician business model with the strength of their long-term patient relationships enabling the long-term growth of independent, community-based physician groups.

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Under a typical agreement, we are entitled to monthly PMPM fees, which are typically based on a defined percentage of the corresponding premium which payors receive from CMS. We generally accept full financial risk for members attributed to us through our contracted PCPs and, therefore, are responsible for the cost of all healthcare services required by those members, which generally includes healthcare costs which CMS considers Part A and B costs. Our agreements with payors may delegate claims payment to us, or such responsibility may be retained by the payor, as is the case today in the majority of our payor agreements. The majority of our agreements are for terms ranging from one to three years and contain automatic annual renewal provisions as well as various termination rights. We also typically agree to indemnify our payors against certain third-party claims. As we continue to expand the agilon platform and enter into additional long-term partnerships, we will negotiate payor agreements in new geographies, including with Humana, Aetna and United Healthcare.

The power of our local partnership model is defined by the scale, breadth and local brand of our physician partners. On average, our anchor physician groups have been serving their communities for more than 40 years, have a PCP tenure of approximately 13 years, and receive exceptionally strong NPS from their PCPs and patients in live geographies of 73 and 83, respectively. We believe this gives us the ability to influence the local healthcare delivery system at scale. We expect our physician partner patient panels to systematically migrate to MA as the patient population ages and our partnerships mature. We estimate that the number of Medicare FFS patients, Medicare-eligible patients and patients expected to age into Medicare over the next five years in our existing physician partner patient populations is approximately 375,000.

The table below presents an overview of our anchor physician groups:

In addition to our anchor physician groups in the table above, we have broadly contracted with PCPs across the state of Hawaii and have developed select deeper primary care relationships within that network.

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Our Network

We believe the agilon network creates significant value for our patients, our physician partners, our payors and our organization. The ability to share best practices, compare notes on the transition to a Total Care Model and learn from one another represents a valuable opportunity for physicians who intentionally choose an independent path rather than joining a health system or insurance provider. Our physician partners are both collaborative and constructively competitive in service of their patients. We believe the power of a like-minded group of community-based physicians, many of whom are leaders in their community, will enhance innovation, growth, quality of care and patient experience, and ultimately strengthen the power of the independent physician business model in local communities across the country.

Value Proposition to Stakeholders

Our Total Care Model empowers community-based physician groups to lead local healthcare transformation and ensure the long-term sustainability of the community-based physician model.

We believe the benefits of this differentiated model to community-based physician groups and the patients they serve include:

• Rapid creation of a Medicare Total Care Model that enables our PCPs to take a long-term view of their relationships with their patients and allocate resources to meet individual member health needs.

• Sustainable long-term business model alongside commercial and Medicare FFS.

• Provides access to network of like-minded partners.

• Improved economics.

• Improving the physician experience.

• Improving the patient experience.

• Supporting superior health outcomes.

We have also become an important strategic partner for our payors, as we are a material portion of their membership base, delivery network and annual membership growth in many of the geographies we serve. Through our subscription-like agreements, we ensure a consistent gross margin on a growing membership base. The strength of our relationships with payors has resulted in our establishment of national joint-operating committees with five national health plans through which we develop, execute and monitor a strategy for growth and performance as part of their Medicare delivery network.

Our Strengths

Local and National Leadership and First-Mover Dynamics

Core to our model is partnering in local geographies with leading physician groups that have already built significant scale and strong brands in the communities they serve. Our local leadership is highlighted by our position in Columbus, Ohio, where we have more than 200 PCPs on our platform, whose patient panels include approximately 50% of total MA lives among independent PCPs.

We believe we are pioneers in providing a full-risk, multi-payor Total Care Model within our local geographies, our growing regional hubs and the country. We believe we are the only MA multi-payor, globally capitated risk vehicle available for independent physician groups to access a Total Care Model in our local geographies. The sustainability of this local leadership position is also enhanced by our long-term partnerships with our anchor physician groups.

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We’ve established a strong local leadership position in 17 geographies creating what we believe to be the first national platform for a Medicare-centric, globally capitated line of business. We believe our position as a first-mover creates a competitive advantage, resulting in other independent physician groups viewing us as an established and trusted partner.

Long-Term Economic Model

We believe our membership and per-member profitability will grow over time due to structural characteristics inherent to our long-term partnerships, durable and growing MA membership within our physician partners and the nature of the MA economic model. The key strengths of our economic model include:

• We believe we have the ability to generate significant, recurring and growing medical margin in concert with our physician partners over the course of our long-term partnerships and the inherently sticky physician-patient relationship.

• Our physician partnerships are typically 20 years.

• Average physician tenure within our anchor physician groups is 13 years.

• Patients 65 years of age and older remain with their PCP for an average of 10 years, according to a 2004 study.

• Embedded same-geography, long-term organic membership growth resulting from our physician partners’ existing patients who age into Medicare and elect to enroll in MA or who elect to convert from Medicare FFS to MA over the life of our long-term partnership.

Although we have incurred net losses since our formation in 2016, we believe that the combination of a growing membership base and improving medical margin over the life of our long-term partnerships creates a significant lifetime value (“LTV”) for the geographies we enter. We are able to access this attractive LTV through what we believe to be a low-cost and increasingly cost-efficient model. We believe this low-cost and increasingly cost-efficient growth model represents a significant advantage supporting our rapid scaling to new geographies and sustainable existing geography growth.

Model for Long-Term Sustainable Growth

We have created a multi-pronged growth strategy that has powerful tailwinds for our physician partners and our business by leveraging existing physician capacity in local geographies, establishing long-term partnerships with significant embedded growth opportunities and expanding through multiple regional levels. The “flywheel” nature of our model has allowed us to expand from one geography to 17 in fewer than five years and has resulted in an additional approximately 186,000 MA lives being attributed to our platform over the same time period.

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Purpose-Built, Exportable, Scalable Platform

The creation of the agilon platform and an aligned physician partnership approach has enabled the consistent deployment of a Medicare-centric, globally capitated line of business across 17 heterogeneous geographies, 16 anchor physician groups and multiple payors. The components of our Total Care Model (including, data, payor engagement, clinical programs and growth) are discrete but are delivered as a unified platform through a highly-aligned model with physicians to optimize success. Our platform has enabled us to grow revenue 53% year-over-year for the year ended December 31, 2020, while operating costs to support live geographies and enterprise functions grew 12% over the same period. Our net loss for the year ended December 31, 2020 was $60.1 million, a 79% decline from losses of $282.7 million in the year ended December 31, 2019.

Network Feedback Loop

We believe our growing network of community-based physicians at the national, regional and local level drives continuous improvement of our platform, enables best practices sharing and innovation and accelerates the growth of independent physicians joining the agilon network. Many of our physician partners and individual physicians have joined our platform based on references from existing like-minded physician partners, and the credibility and quality of our physician partners is consistently cited as a deciding factor for joining the platform.

Differentiated Physician and Patient Experience

We designed our platform, partnership and network approach with the goal of delivering a superior and continuously improving experience to our physician partners and their patients. We believe our model enables PCPs to unlock the value in a Medicare-centric, globally capitated line of business while remaining independent. Subsequent to joining our platform, our PCPs have increased their average annual income by successfully managing healthcare costs and improving health outcomes. We believe that our PCPs’ engagement is manifested through deeper relationships with patients and results in a greater opportunity to improve our members’ health. For example, in 2019, 78% of our members attributed to our live anchor physician groups attended their wellness visits, compared to the FFS national average CMS Annual Wellness Visit completion rate of 35% in 2019.

Mission-Driven Team and Culture

We have a world-class management team, which is differentiated by its breadth and depth of expertise in healthcare. Our senior management team has an average of more than 15 years of experience in the healthcare industry and has significant exposure across all components of the payment and delivery continuum. We believe our management team’s collective robust, diverse and complementary exposure to different facets of the healthcare industry positions our team to navigate and enable the shift to a physician-driven Total Care Model.

Our team is united by our mission of being the trusted long-term partner to community-based physicians and driven by our vision of transforming healthcare at the community level through exceptional patient-physician relationships.

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Our Growth Strategy

We intend to utilize our competitive strengths and capitalize on favorable industry trends to increase the number of regional hubs, local markets within those hubs and ultimately physicians and members we serve. The key elements of our growth include:

The power of our model at work: Case study of Ohio expansion

Establish New Regional Hubs across the Country

We believe we are well-positioned to expand the number of our physician partners nationally across a diverse set of geographies. We have developed sophisticated business development capabilities and have established a robust pipeline with an array of physician groups across the country. We are also benefitting from the network effect of our growing network of like-minded physician partners.

Access the Large and Embedded Membership Opportunity within Our Existing Networks

We estimate that the number of Medicare FFS patients, Medicare-eligible patients and patients expected to age into Medicare over the next five years in our existing physician partner patient populations is approximately 375,000. As these patients enroll in MA through our payors, they become attributed to our platform with little incremental cost to us.

Facilitate and Capitalize on the Growth of Our Physician Partners

As the PCP base of our physician partners grows, our physician partners are better positioned to serve a growing Medicare population.

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Expand into Adjacent Geographies

Once we establish a presence in a geography, we have the opportunity to accelerate the addition of new physician partnerships in the region. We leverage our multi-payor MA risk platform and regional infrastructure to efficiently grow into adjacent geographies. Of our estimated 2020 addressable market, $80 billion is concentrated in states in which we currently have a physician partner or a signed letter of intent with a physician group as of January 2021.

Increase Quality and Improve Health Outcomes to Drive Profitability

We believe our Total Care Model drives increased profitability per member over time through increasing quality and improving health outcomes. As members and physicians mature on our platform, we increasingly recognize the benefits of improved quality of care and effectively managed healthcare costs. We believe there is significant opportunity to improve profitability per member over the course of our long-term partnerships by improving healthcare outcomes and effectively managing costs, with 70% of our MA members as of December 31, 2020 on our platform for fewer than three years.

Demonstrate Operating Leverage

We expect to drive increasing profitability by leveraging both our market-level operating costs and centralized infrastructure, as we manage increased MA and DCE membership on our platform that has maturing medical margin over time.

Capitalize on Emerging Value-Based Care Opportunities

We believe we are positioned to capitalize on the shift from FFS towards a Total Care Model across the broader healthcare system. Through five currently approved DCEs, which encompass more than 500 of our existing PCPs, we expect to provide care to over 50,000 traditional Medicare members in seven geographies. For the year ended December 31, 2020, our DCEs did not contribute to our revenue.

Impact of COVID-19 Pandemic on Our Business

Commencing in March 2020, we implemented various measures to protect the health and safety of our employees, physicians and members in connection with the COVID-19 pandemic. These measures included relocating employees to home-based work settings, coordinating with physician partners to accelerate telehealth activity and coordinating daily huddles for physicians and team members on clinical and operational impacts of COVID, which included participation by nationally-recognized experts in infectious disease and epidemiology. Despite the challenges and uncertainties created by the COVID-19 pandemic, we believe that our response to the pandemic has reinforced the value of our platform, long-term partnership model and network.

Throughout most of 2020, our members incurred lower healthcare costs than we would have otherwise expected, which resulted in lower medical services expenses incurred. These costs may be incurred at future points in time and it is possible that the deferral of healthcare services could cause additional health problems in our existing members, which could increase our costs in the future. Additionally, our members’ risk adjustment factors, which are reflective of documented clinical conditions during 2020 and which impact our 2021 revenues, may be lower than would have occurred without the impact of the COVID-19 pandemic, resulting from members’ avoidance or deferral of care during 2020. We cannot accurately estimate the net ultimate impact, positive or negative, to revenue or medical services expense at this time.

Also see “Risk Factors—Risks Related to Our Business— The spread of, and response to, the novel coronavirus, or COVID-19, underscores certain risks we face and the rapid development and fluidity of this

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situation precludes any prediction as to the ultimate adverse impact to us of COVID-19,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Impact of COVID-19” and “Business—Impact of COVID-19 Pandemic on Our Business.”

Company History

The Company is ultimately controlled by an investment fund associated with Clayton Dubilier & Rice, LLC (“CD&R”), a private equity firm headquartered in New York, NY. Our business was formed in 2016 through the completion of two acquisitions by CD&R: In July 2016, Primary Provider Management Company, Inc. (“PPMC”) was acquired, which, together with its affiliated independent practice associations (“California IPAs”), operated in Southern California. Also in July 2016, Cyber-Pro Systems, Inc. (“CPS”) was acquired, which, together with its subsidiaries and affiliates, operates a network of contracted physicians in Hawaii and provides software and medical billing solutions to independent healthcare organizations. During 2020, we implemented a plan to divest all of our California operations, which includes the entirety of our Medicaid line of business, via three separate transactions with different parties. In February 2021, we completed the divestiture of our California operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—California Operations” for additional information.

agilon health, inc., the issuer in this offering, was incorporated in the State of Delaware in April 2017 in connection with our entry into a physician partnership with Central Ohio Primary Care Physicians, Inc. (“COPC”), a physician-owned medical group, to establish a Medicare-centric, globally capitated line of business in the Columbus, Ohio region. Since that time, we have expanded and entered into new partnerships in Austin, Akron, Pittsburgh, North Carolina, Hartford, Buffalo, Toledo, Dayton and Southeast Ohio. In March 2021, we changed our name from Agilon Health Topco, Inc. to agilon health, inc., and changed the name of our subsidiary, agilon health, inc., to agilon health management, inc.

Our Majority Shareholder and Organizational Structure

Clayton, Dubilier & Rice, LLC. Founded in 1978, CD&R employs a distinctive approach to private equity investing, bringing together investment professionals and operating executives to pursue a strategy predicated on building stronger, more profitable businesses. Since inception, CD&R has managed the investment of more than $30 billion in 95 businesses with an aggregate transaction value of over $150 billion. CD&R has a disciplined and clearly defined investment strategy and has extensive experience investing across the healthcare industry.

After the completion of this offering, we expect that CD&R Vector Holdings, L.P. (the “CD&R Investor”), which is owned by investment funds managed by, or affiliated with, CD&R, will hold approximately    % of our common stock (or approximately    % if the underwriters exercise in full their option to purchase additional shares). As a result, we expect to be a “controlled company” within the meaning of the NYSE rules following the completion of this offering. This election will allow us to rely on exemptions from certain corporate governance requirements otherwise applicable to NYSE-listed companies. See “Management—Corporate Governance.”

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The following chart presents an overview of our ownership and organizational structure, after giving effect to this offering. For additional information with respect to our ownership structure, see “Principal Stockholders”:

¹  Includes COPC and certain private investment funds.

²  Includes indebtedness related to the 2021 Credit Facilities (as defined herein), including term loan indebtedness, revolver indebtedness and letters of credit. On February 18, 2021, we, through agilon health management, inc. (“agilon management”), entered in the 2021 Secured Credit Agreement (as defined herein) to refinance our outstanding indebtedness under the Credit Facilities (as defined herein). See “Description of Certain Indebtedness.”

³  Operating subsidiaries include wholly-owned RBEs, independent practice associations and other immaterial subsidiaries, which have been omitted from this chart for convenience.

Our Corporate Information

agilon health, inc. is a Delaware corporation. Our principal executive offices are located at 1 World Trade Center, Suite 2000, Long Beach, CA 90831, and our telephone number is (562) 256-3800. Our website is www.agilonhealth.com. None of the information contained on, or that may be accessed through, our website or any other website identified herein is part of, or incorporated into, this prospectus, and you should not rely on any such information in connection with your decision to invest in our common stock.

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Summary Risk Factors

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, cash flows and results of operations that you should consider before making a decision to invest in our common stock. These risks are discussed more fully under the caption “Risk Factors.” These risks include, but are not limited to, the following:

• our history of net losses and the expectation that our expenses will increase in the future;

• failure to identify and develop successful new geographies, physician partners and payors or execute upon our growth initiatives;

• success in executing our operating strategies or achieving results consistent with our historical performance;

• significant reductions in membership;

• challenges for our physician partners in the transition to a Total Care Model;

• inaccuracies in the estimates and assumptions we use to project the size, revenue or medical expense amounts of our target geographies, our members’ risk adjustment factors, medical services expense, incurred but not reported claims and earnings pursuant to payor contracts;

• the spread of, and response to, the novel coronavirus, or COVID-19, and the inability to predict the ultimate impact on us;

• dependence on a limited number of key payors, including for membership attribution and assignment, data and reporting accuracy and claims payment;

• dependence on physician partners and other providers to effectively manage the quality and cost of care and perform obligations under payor contracts, which contracts generally provide that if the cost of care exceeds the corresponding capitation revenue we receive from payors in respect of attributed members we may realize operating deficits, which are typically not capped, and could lead to substantial losses;

• dependence on physician partners to accurately, timely and sufficiently document their services and potential False Claims Act or other liability if any diagnosis information or encounter data are inaccurate or incorrect;

• reductions in reimbursement rates or methodology applied to derive reimbursement from, or discontinuation of, federal government healthcare programs, from which we drive substantially all of our total revenue;

• statutory or regulatory changes, administrative rulings, interpretations of policy and determinations by intermediaries and governmental funding restrictions, and any impact on government funding, program coverage and reimbursements;

• the impact on our revenue of CMS modifying the methodology used to determine the revenue associated with MA members;

• ability to comply with federal, state and local regulations and laws we are subject to, or to adapt to changes in or new regulations or laws, including as such regulations and laws that relate to our physician alignment strategies with our physician partners or the corporate practice of medicine;

• our physician partners’ compliance with federal and state healthcare fraud and abuse laws and regulations; and

• the influence of the CD&R Investor and our status as a “controlled company.”

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Implications of Being an Emerging Growth Company

As a company with less than $1.07 billion in annual gross revenue for the year ended December 31, 2019, we were an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other reduced requirements that are otherwise applicable generally to public companies. These provisions include:

• in this prospectus, we may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure; and

• in this prospectus, we are permitted to provide less extensive disclosure about our executive compensation arrangements such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

In addition, under the JOBS Act, emerging growth companies can also delay adopting new or revised financial accounting standards until such time as those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, will not be subject to the new or revised accounting standards other public companies will implement that are not emerging growth companies. As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of the effective dates applicable to public companies.

We ceased to be an emerging growth company on December 31, 2020 because our annual gross revenues exceeded $1.07 billion for the year ended December 31, 2020. However, we will continue to be treated as an emerging growth company for disclosure purposes in this prospectus until the completion of our initial public offering. We have elected to take advantage of certain of the foregoing reduced burdens in this prospectus and, as such, the information in this prospectus may be different than the information provided by other public companies. Some investors could find our common stock less attractive as a result of our utilization of these or other exemptions. This could result in a less active trading market for our common stock and increased volatility in the price of our common stock.

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THE OFFERING

Common stock offered by us                 shares.

Common stock to be outstanding after this offering                  shares.

Option to purchase additional shares The underwriters also may purchase up to                  additional shares from us at the initial offering price less the underwriting discounts and commissions, within 30 days from the date of this prospectus.

Use of proceeds We estimate that the net proceeds to us from this offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses, will be approximately $                 million, or approximately $                 million if the underwriters exercise in full their option to purchase additional shares.

We intend to use the net proceeds of this offering for working capital and other general corporate purposes. See “Use of Proceeds.”

Dividend policy We do not currently anticipate paying dividends on our common stock for the foreseeable future. Any future determination to pay dividends on our common stock will be subject to the discretion of our board of directors and depend upon various factors. See “Dividend Policy.”

Risk Factors Our business is subject to a number of risks that you should consider before making a decision to invest in our common stock. See “Risk Factors.”

Reserved Share Program At our request, an affiliate of BofA Securities, Inc., a participating underwriter, has reserved for sale, at the public offering price, up to 5% of the shares offered by this prospectus. If purchased, these shares of common stock will not be subject to a lock-up restriction. The number of shares of common stock available for sale to the general public will be reduced to the extent such shares of common stock are purchased pursuant to this program. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of common stock offered by this prospectus. The underwriters will receive the same underwriting discounts and commissions on any shares of common stock purchased pursuant to this program as they will on any other shares of common stock sold to the public in this offering.

Proposed symbol “AGL”.

The number of shares of our common stock to be outstanding immediately following this offering is based on                  shares outstanding as of                 , 2021, and excludes:

•                  shares of common stock issuable upon exercise of options outstanding as of                 , 2021 at a weighted average exercise price of $                 per share, of which                  shares will be exercisable as of the consummation of this offering;

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•                  shares of common stock reserved for future issuance following this offering under our Omnibus Incentive Plan and ESPP; and

•                  shares of our common stock subject to outstanding RSUs granted to directors.

Unless otherwise indicated, all information in this prospectus:

• gives effect to a                 -for-                 stock split on our common stock effected on                 , 2021;

• gives effect to the issuance of                  shares of common stock in this offering;

• assumes no exercise by the underwriters of their option to purchase additional shares;

• assumes that the initial public offering price of our common stock will be $                 per share (which is the midpoint of the price range set forth on the cover page of this prospectus);

• assumes the issuance of                  shares of common stock issuable under partner physician group equity agreements conditioned on completion of this offering; and

• gives effect to amendments to our amended and restated certificate of incorporation (the “Certificate of Incorporation”) and amended and restated by-laws (the “By-laws”) to be adopted prior to the completion of this offering.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables set forth our summary historical consolidated financial data derived from our consolidated financial statements as of the dates and for each of the periods indicated. The summary historical consolidated financial data as of and for the years ended December 31, 2019 and December 31, 2020 are derived from our audited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected for any future period.

You should read this summary historical consolidated financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements included elsewhere in this prospectus.

	Year Ended December 31,
(dollars in thousands)	2020			2019
Consolidated Statement of Operations Data:
Revenues:
Medical services revenue	$	1,214,270		$	788,566
Other operating revenue		4,063			5,845
Total revenues		1,218,333			794,411
Expenses:
Medical services expense		1,021,877			725,374
Other medical expenses		102,306			40,526
General and administrative		137,292			122,832
Depreciation and amortization		13,531			12,253
Total expenses		1,275,006			900,985
Income (loss) from operations		(56,673	)		(106,574	)
Other income (expense):
Other income (expense), net		2,465			955
Interest expense		(8,135	)		(9,068	)
Income (loss) before income taxes		(62,343	)		(114,687	)
Income tax benefit (expense)		(865	)		232
Income from continuing operations		(63,208	)		(114,455	)
Discontinued operations:
Income (loss) before impairments, gain (loss) on sales and income taxes		(20,049	)		(86,108	)
Impairments		—			(98,343	)
Gain (loss) on sales of assets, net		20,401			—
Income tax benefit (expense)		2,804			16,166
Total discontinued operations		3,156			(168,285	)
Net income (loss)		(60,052	)		(282,740	)
Noncontrolling interests’ share in discontinued operations		—			152
Net income (loss) attributable to common shares	$	(60,052	)	$	(282,588	)
Consolidated Balance Sheet Data (at period end):
Cash and cash equivalents	$	106,795		$	123,633
Total assets	$	446,361		$	402,794
Total liabilities	$	421,591		$	353,822

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	Year Ended December 31,
(dollars in thousands)	2020			2019
Contingently redeemable common stock	$	309,500		$	281,000
Total stockholders’ deficit	$	(284,730	)	$	(232,028	)

	Year Ended December 31,
(dollars in thousands)	2020			2019
Consolidated Statement of Cash Flows Data:
Cash flows from:
Operating activities	$	(53,204	)	$	(103,861	)
Investing activities	$	22,066		$	(5,060	)
Financing activities	$	24,621		$	176,298
	Year Ended December 31,
(dollars in thousands)	2020			2019
Other Financial Data:
Medical margin(1)	$	192,393		$	63,192
Network contribution(2)	$	99,016		$	25,598
Adjusted EBITDA(3)	$	5,827		$	(56,711	)

(1) Medical margin represents medical services revenue after deducting medical services expense.

(2) Network contribution is a non-GAAP financial measure. Network contribution represents medical services revenue less the sum of: (i) medical services expense and (ii) other medical expenses excluding costs incurred in implementing geographies. Income (loss) from operations is the most directly comparable U.S. generally accepted accounting principles (“GAAP”) measure to network contribution. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for more information regarding network contribution and a reconciliation to income (loss) from operations.

(3) Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss) adjusted to exclude: (i) income (loss) from discontinued operations, net of income taxes, (ii) interest expense, (iii) income tax expense (benefit), (iv) depreciation and amortization expense, (v) geography entry costs, (vi) share-based compensation expense, (vii) severance and related costs and (viii) certain other items that are not considered by us in the evaluation of ongoing operating performance. Net income (loss) is the most directly comparable GAAP measure to Adjusted EBITDA. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for more information regarding Adjusted EBITDA and a reconciliation to net income (loss).

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RISK FACTORS

Risks Related to Our Business

We have a history of net losses, we anticipate increasing expenses in the future and we may not achieve or maintain profitability.

We have incurred significant net losses in the past, including net losses (including discontinued operations) of $60.1 million for the year ended December 31, 2020 and $282.7 million for the year ended December 31, 2019. As a result of these losses, we had accumulated deficits of $551.2 million as of December 31, 2020 and $491.1 million as of December 31, 2019. We expect that our expenses will increase substantially in the foreseeable future and our losses will continue, including for the year ended December 31, 2021, in part as we invest in growing our business, expanding our management team, building relationships with physician partners and payors, developing new services and complying with the requirements associated with being a public company. These expenses may prove to be more significant than we currently anticipate, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. We may not succeed in sufficiently increasing our revenue to offset these expenses. Consequently, we may not be able to achieve and maintain profitability for the current or any future fiscal year. Our prior losses and potential for future losses have had and will continue to have an adverse effect on our stockholders’ equity and working capital.

Any failure by us to identify and develop successful new geographies, physician partners and payors and to successfully execute upon our growth initiatives may have a material adverse effect on our business, financial condition, cash flows and results of operations.

Our business depends on our ability to identify and develop successful geographies and relationships with physician partners and payors, and to successfully execute upon our growth initiatives to increase the profitability of our physician partners. In order to pursue our strategy successfully, we must effectively implement our platform, partnership and network model, including identifying suitable candidates and successfully building relationships with and managing integration of new physician partners and payors. We contract with a limited number of physician partners and rely on physician partners within each geography. Our growth initiatives in our existing geographies depend, in part, on our physician partners’ ability to grow their practices through the addition of PCPs to increase their capacity to service Medicare patients, and to effectively meet increased patient demand. Our physician partners may encounter difficulties in recruiting additional PCPs to their practices due to many factors, including significant competition in their geographies. Accordingly, the loss or dissatisfaction of any physician partners, our inability to recruit and integrate physician partners into our model, or the failure of our physician partners to recruit additional PCPs or manage and scale capacity to timely meet patient demand, could substantially harm our brand and reputation, impact our competitiveness, inhibit widespread adoption of our platform, partnership and network model and impair our ability to attract new physician partners and maintain existing physician partnerships, both in new geographies and in geographies in which we currently operate, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Further, our growth strategy depends, in part, on securing and integrating new high-caliber physician partners and expanding into new geographies in which we have little or no operating experience. Integration and other risks can be more pronounced for larger and more complicated relationships or relationships outside of our core business space, or if multiple relationships are pursued simultaneously. Additionally, new geographies may be characterized by stakeholder preferences for, and experience with, a Total Care Model, rates of MA enrollment, MA reimbursement rates, payor concentration and rates of unnecessary variability in and utilization of medical care that differ from those in the geographies where our existing operations are located. Likewise, new geographies into which we seek to expand may have laws and regulations that differ from those applicable to our current operations. As an immature and rapidly growing company, we may be unfamiliar with the regulatory requirements in each geography that we enter, and we may be forced to incur significant expenditures

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to ensure compliance with requirements to which we are subject. If we are unable or unwilling to incur such costs, our growth in new geographies may be less successful than in our current geographies.

Further, our growth to date has increased the significant demands on our management, operational and financial systems, infrastructure and other resources. We must continue to improve our existing systems for operational and financial management, including our reporting systems, procedures and controls. These improvements could require significant capital expenditures and place increasing demands on our management. We may not be successful in managing or expanding our operations or in maintaining adequate financial and operating systems and controls. If we do not successfully manage these processes, our business, financial condition, cash flows and results of operations could be harmed.

We may be unsuccessful in executing our operating strategies, or we may not achieve results consistent with our historical performance.

Our success is dependent on our ability to successfully execute upon defined operating strategies in our existing and future geographies. Such strategies include successfully growing our geographies through the addition of PCPs and our physician partners’ capacity to serve new members, providing medical services for our members at appropriate levels of utilization and cost, and generating medical services revenue through appropriate and effective contracting strategies with our MA payors. We may not be successful in executing upon these strategies, or we may fail to implement such strategies in future markets as effectively as with our initial markets. The failure to successfully execute upon such strategies or to produce results consistent with our historical results or the financial and operational models used in the analysis of our potential relationships may result in an inability to grow our business; may cause ongoing operating losses, asset write-offs, restructuring costs or other expenses; and may have a material adverse effect on our business, financial condition, cash flows and results of operations.

Further, as a rapidly growing and relatively immature company with a limited operating history, it is uncertain whether our platform, partnership and network model will achieve and sustain high levels of demand, physician and payor acceptance and market adoption. Due to our limited operating history, it is also difficult for us to evaluate our business compared to prior periods. If we do not develop, if we develop more slowly than we expect, if we encounter negative publicity or if our value propositions for physician partners, patients and payors do not drive sufficient member growth, the growth of our business will be harmed. Our success will depend to a substantial extent on our ability to demonstrate the value of our platform, partnership and network model to physicians and payors. Our ability to replicate the success of our model also enables us to attract and retain skilled physician partners. Accordingly, if we are unable to effectively manage our growth and replicate the success of our platform, partnership and network model in new geographies and with new partners, our business, financial condition, cash flows and results of operations could be harmed.

Amounts of medical expenses which are incurred on behalf of our members may exceed the amount of medical revenues we receive to provide care for such members.

Under our agreements with our payors, we receive a PMPM-based capitation payment, and we assume financial risk for the expense of providing medical services on behalf of our physician partners. To the extent that utilization of medical services or the cost of providing such services increases beyond our expectations, the total cost to provide medical services to our members may exceed the corresponding amount of revenue we receive, which may result in losses and adversely impact our business, financial condition, cash flows and results of operations.

Additionally, factors which impact medical costs incurred by our members, and medical expenses we incur, may be subject to fluctuations which we may not be able to control. Such factors include the following:

• Changes to the Medicare fee schedule or other rate schedules which serve as the basis for payments issued to hospitals, specialty and ancillary physicians and other providers;

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• Contractual rates paid to hospitals, specialty and ancillary physicians and other providers;

• The utilization rates of healthcare services, including inpatient hospitalization, by our members;

• Changes to member benefit levels established annually by payors; and

• The utilization rate and cost of pharmaceuticals or specialty drugs utilized by our members.

Fluctuations in the magnitude of the hospital and physician network, including the discontinuation of a hospital or specialty or ancillary physician’s participation in our MA payors’ provider network, could adversely impact our business, financial condition, cash flows and results of operations.

As we expand into new geographies, we may be unable to secure contracts with MA payors, or such contracts may be established at less favorable financial terms than are necessary to meet our financial targets.

As we enter into new geographies, potential physician partners will typically provide care to members affiliated with one or more MA payors, in a structure other than a Total Care Model. Our ability to successfully operate in a market is dependent upon our ability to enter into contractual relationships with MA payors which have an existing presence in that market under a global risk structure. MA payors may take the position that it is not in their strategic or financial interests to enter into a contract with us, or they may have already established exclusive relationships with other value-based care providers or affiliates in a geography and ,therefore, elect to not enter into a similar arrangement with us. Therefore, we may be unsuccessful in executing contractual relationships with MA payors, or such contracts may be established at financial terms which result in lower revenues or higher costs than we project or which are necessary to generate profits in a given geography. To the extent we are unsuccessful in establishing contractual relationships with MA payors in new geographies, or such relationships are established at less favorable terms than we project, we may not be able to successfully launch into a given geography, or the membership or revenue levels we are able to attain will be lower than our projections.

We incur startup costs during the initial stages of development of our physician partner relationships and program initiatives, and if we are unable to maintain and grow these physician partner relationships or program initiatives over time, we may not recover these costs.

We devote resources to the establishment of new physician partner relationships, including costs relating to physician recruiting to enhance access and support growth of the network, physician incentives to support the transition to a Total Care Model and operational support. Our startup investment in new physician partners can be significant and the associated revenue must be earned and sustained over time in order for us to recoup these costs. As a result, as our business grows, our physician partnership startup costs could outpace our buildup of recurring revenue if we do not achieve economies of scale, and we may be unable to achieve profitability until our revenues associated with new partnerships are more mature. We may never recoup our startup costs in a physician partner relationship, including as a result of such physician partner’s difficulty transitioning to a Total Care Model. If we fail to achieve appropriate economies of scale, if we fail to manage or anticipate the evolution of the Total Care Model or if we fail to raise necessary capital to fund our startup costs, our business, financial condition, cash flows and results of operations could be materially adversely affected.

We also devote resources to establishing program initiatives to ensure a successful transition to a Total Care Model for members, physician partners and payors. Establishment of these program initiatives requires investments that may not be recouped. For example, investment in preventive care and incentivizing physician partners to complete annual wellness visits may increase our total medical services expense, particularly in the short term, and may fail to generate expected cost savings in the long term. If we fail to realize quality of care outcomes and projected revenues or cost savings due to effectively managed healthcare costs with these program initiatives, our business, financial condition, cash flows and results of operations could be materially adversely affected.

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We may require substantial additional capital to support our business in the future, and this capital might not be available on acceptable terms, or at all.

Our operations have consumed substantial amounts of cash since inception, and we expect to spend substantial amounts of cash for the foreseeable future. As of December 31, 2020 and December 31, 2019, our cash and cash equivalents were $106.8 million and $123.6 million, respectively. If our cash and cash equivalents and any cash generated from operations are not sufficient to meet our future cash requirements, we will need to access additional capital to fund our operations and our continued growth and expansion.

We may seek to raise capital by, among other things, issuing additional shares of our common stock or other equity securities, issuing debt securities or borrowing funds under a credit facility. In the past, the securities and credit markets have experienced extreme volatility and disruption, which has increased due to the effects of COVID-19. The availability of credit, from virtually all types of lenders, has at times been limited. In the event we need access to additional capital to pay our operating expenses, fund subsidiary surplus requirements, make payments on or refinance our indebtedness, pay capital expenditures, or fund acquisitions, our ability to obtain such capital may be limited and the cost of any such capital may be significant, particularly if we are unable to access our Credit Facilities.

Our access to additional financing will depend on a variety of factors such as prevailing economic and credit market conditions, the general availability of credit, the overall availability of credit to our industry, our credit ratings and credit capacity and perceptions of our financial prospects. Similarly, our access to funds may be impaired if regulatory authorities or rating agencies take negative actions against us. If one or any combination of these factors were to occur, our internal sources of liquidity may prove to be insufficient, and in such case, we may not be able to successfully obtain sufficient additional financing on favorable terms, within an acceptable time, or at all. Financings, if available, may be on terms that restrict our operational flexibility, dilute the economic or voting rights of our stockholders or reduce the market price of our common stock. If we require new sources of financing but they are insufficient or unavailable, we would be required to modify our operating plans to take into account the limitations of available funding, which would harm our ability to maintain or grow our business.

Significant reduction in our membership could have an adverse effect on our business, financial condition, cash flows and results of operations.

A significant reduction in membership could adversely affect our business, financial condition, cash flows and results of operations because our payor contracts compensate us on a per-member basis. Many factors that could cause such a reduction are outside our control.

Factors that could contribute to a reduction in membership include:

• failure to obtain new physician partners or members or to retain existing physician partners or members;

• decision by a payor to not renew the existing contractual agreement upon termination of such contract;

• low quality of care by our physician partners, including as a result of our failure to provide tools and information to deliver high-quality care;

• alternative care opportunities that are more attractive than those provided by our physician partners;

• premium increases, benefit revisions or other similar changes, which cause our current payor relationships to be less attractive to members than other alternatives, including traditional Medicare or MA plans with which we do not maintain a relationship;

• negative publicity, through social media, news coverage or otherwise, related to us, our physician partners, payors or MA;

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• failure of our payors to maintain their annual ratings awarded by CMS to health plans which measure the quality of health services received by beneficiaries enrolled in MA based on various calculated quality metrics (“STAR ratings”), which leads to members disenrolling from such payors; and

• federal and state regulatory changes.

We contract with a limited number of payors, and our membership is dependent on such payors attracting and retaining members. In addition, if a payor fails to renew its contract with us or members disenroll from such payor, the members such payor attributes to our platform could transition to another payor which is not on our platform, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. We may also fail to address factors within our control that could contribute to a reduction in enrollment, including providing our physician partners the tools and information to provide high-quality care.

The transition to a Total Care Model may be challenging for physician partners.

The transition to a Total Care Model may be challenging for our physician partners, and fully capitated or other provider-risk arrangements have had a history of financial challenges for physicians. It may take time for physician partners to acclimate to a capitation model, and some physician partners may not be successful at transitioning to a Total Care Model. If we are not able to attract or retain physician partners who are successful at transitioning to a Total Care Model, our business, financial condition, cash flows and results of operations could be materially adversely affected.

If the estimates and assumptions we use to project the size, revenue or medical expense amounts of our target geographies are inaccurate, our future growth rate may be impacted and we may generate losses in such markets, or we may fail to attain financial performance targets.

We often do not have access to reliable historical data regarding the size, revenue or medical expense levels of our target geographies or potential physician partners. As a result, our market opportunity estimates and financial forecasts developed as we enter into a new geography are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The estimates and forecasts in this prospectus relating to the size and expected growth of the market for our services and the estimates of our market opportunity may prove to be inaccurate.

Principal assumptions relating to our market opportunity include estimates of the total number and average length of relationships between MA patients and their physicians, historical MA patient growth rates, amount of revenue and medical expenses associated with MA members expected to be attributed to our physician partners and historical experience that physician partners have with a Total Care Model. Our opportunity is based on the assumption that our platform, partnership and network model will be more attractive to potential physician partners than competing options. However, potential physician partners may elect to pursue a different strategic option.

The spread of, and response to, the novel coronavirus, or COVID-19, underscores certain risks we face and the rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact to us of COVID-19.

COVID-19 continues to spread in the United States and throughout the world. COVID-19 and the efforts to contain the outbreak have led to significant economic disruption, including extreme volatility in financial markets, reduced economic activity and a sharp increase in unemployment claims, as well as disruption in some of our physician partners’ businesses. The spread of COVID-19 underscores certain risks we face in our business described herein.

Governmental and non-governmental organizations may not effectively combat the spread and severity of COVID-19, increasing the potential for harm for our members. If the spread of COVID-19 is not contained, the

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medical services revenue we receive may prove to be insufficient to cover the cost of healthcare services delivered to our enrolled members, which could increase significantly as a result of higher utilization rates of medical facilities and services and other increases in associated medical claims and related costs. Over time, we may also experience increased costs or decreased revenues if, as a result of our enrolled members being unable to see their PCPs due to actions taken to mitigate the spread of COVID-19, we are unable to implement clinical initiatives to manage healthcare costs and chronic conditions of our enrolled members and appropriately document their risk profiles. In addition, the clinical disease burdens of our members may increase over time to the extent that members have received reduced preventative care to manage their existing clinical conditions, and the amount of medical care which has been deferred during the pandemic may exceed our expectations. Furthermore, we may experience reduced revenues as a result of changes to future capitation payment rates if Medicare members use fewer services due to COVID-19. For example, restrictions imposed as a result of COVID-19 may continue to decrease utilization of preventative or non-emergency healthcare, significantly decreasing provider costs. Should CMS adjust reimbursement rates based on margins during the pendency of COVID-19, our revenues in future periods and financial results may be materially adversely affected. Such measures and any further steps taken by us, or governmental action, to expand or otherwise modify the services delivered to our enrolled members, provide relief for the healthcare provider community, or in connection with the relaxation of stay-at-home and physical distancing orders and other restrictions on movement and economic activity intended to reduce the spread of COVID-19, including enhanced measures to implement widespread testing as a component of lifting these measures, could adversely impact our business, financial condition, cash flows and results of operations.

The spread of COVID-19, or actions taken to mitigate this spread, including the efficacy, ability to administer or extent of adoption of COVID-19 vaccines, could have material and adverse effects on our ability to operate effectively, including as a result of the complete or partial closure of facilities or labor shortages. Disruptions in public and private infrastructure, including communications, financial services and supply chains, could materially and adversely disrupt our normal business operations. We have transitioned a significant subset of our employee population to a remote work environment in an effort to mitigate the spread of COVID-19, which could exacerbate certain risks to our business, including an increased demand for information technology resources, increased risk of phishing and other cybersecurity attacks as well as other risks to the privacy and confidentiality of data, and increased risk of unauthorized dissemination of sensitive personal information or proprietary or confidential information about us or our members or other third parties. We have taken, and may take, further actions that alter our business operations as may be required by local, state, or federal authorities or that we determine are in the best interests of our employees. Such measures could negatively affect our ability to provide care to members, relationship with physician partners, marketing efforts, employee productivity, or customer retention, any of which could harm our business, financial condition, cash flows and results of operations.

Further, due to the COVID-19 pandemic, physician partners may not be able to complete the required annual wellness visits necessary to assess and document the health conditions of our members as comprehensively as we have in the past. Medicare pays capitation using a “risk adjustment model,” which compensates providers based on the health status (acuity) of each individual patient, based on each patient’s documented clinical diagnoses activity in the preceding calendar year. Medicare requires that a patient’s health issues be clinically assessed and sufficiently documented annually regardless of the permanence of the underlying clinical conditions. Historically, this clinical assessment and documentation was required to be completed during an in-person visit with a patient. As part of the Coronavirus Aid, Relief and Economic Security Act, or “CARES Act,” Medicare is allowing documentation for conditions identified during video visits with patients. However, given the disruption caused by COVID-19, it is unclear whether our physician partners will be able to conduct patient interactions to clinically assess and accurately and sufficiently document the health conditions of our members, which could adversely impact our revenue in 2021 and beyond.

The rapid development and fluidity of this situation precludes any prediction as to the ultimate impact on us of COVID-19. We are continuing to monitor the spread of COVID-19, changes to our payors’ benefit coverages, the

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ongoing costs and business impacts of dealing with COVID-19, including the potential costs associated with lifting restrictions on movement and economic activity and with administering vaccines, and related risks, as well as potential costs associated with provision of care to our members suffering from COVID-19. The magnitude and duration of the pandemic and its ultimate impact on us is uncertain as this continues to evolve globally, but such impacts could be material to our business, financial condition, cash flows and results of operations.

Our estimates of our members’ risk adjustment factors, medical services expense, incurred but not reported claims and earnings pursuant to payor contracts could be inaccurate.

Medical services revenue related to our members is based on clinical disease conditions identified and documented by physicians during patient visits during the preceding calendar year, as well as other factors such as the age and gender of the member, which is summarized in a risk-adjustment factor assigned to each member. To estimate the related amount of revenue that will ultimately be realized for the periods presented, we estimate our members’ risk adjustment factors based on our knowledge of members’ health status, which is in turn based on physicians’ clinical assessment and documentation of members’ health status, existing risk adjustment factors and applicable Medicare guidelines. These factors may not be predictive of our members’ risk adjustment factors, or we may otherwise fail to accurately estimate such score, which could cause our revenue estimates for the relevant period to be inaccurate.

We establish liabilities on our balance sheet for the amount of medical services which have been incurred but not reported (“IBNR”) or paid as of the given balance sheet date. IBNR estimates are developed using actuarial methods and are based on many variables, including the utilization of healthcare services, historical payment patterns, cost trends, product mix, seasonality, changes in membership and other factors. These estimation methods and the resulting reserves are periodically reviewed and updated. COVID-19 has also resulted in fluctuations in our medical expenses and increased challenges in accurately estimating the amount of medical expenses which have been incurred by our members.

Given the numerous uncertainties inherent in such estimates, our actual medical claims liabilities for a particular quarter or other period could differ significantly from the amounts estimated and reserved for that quarter or period. Our actual medical claims liabilities have varied and will continue to vary from our estimates, particularly in times of significant changes in utilization, medical cost trends and populations and geographies served. If our actual liability for claims payments is higher than previously estimated, our earnings in any particular quarter or annual period could be negatively affected. Our estimates of IBNR liabilities may be inadequate in the future, which would negatively affect our results of operations for the relevant time period. Furthermore, if we are unable to accurately estimate adequate IBNR levels, our ability to take timely corrective actions may be limited, further exacerbating the extent of the negative impact on our results.

When we enter into a new physician partner relationship or when we prepare operating and financial forecasts, we and our payors estimate medical services expense. Our medical services expense may exceed our or our payors’ estimates, which may result in our establishing unfavorable financial terms in our contractual agreements with our payors, or may result in our payors’ actuarial projections submitted to CMS being inaccurate. In either case, we may incur higher medical expenses than we anticipated or in excess of the revenues we receive, which could in turn have a material adverse effect on our business, financial condition, cash flows and results of operations. Additionally, we cannot be certain that the stop-loss coverage we maintain to protect us against certain severe or catastrophic medical claims currently is or will be adequate or available to us in the future or that the cost of such stop-loss coverage will not limit our ability to obtain it.

Restrictive clauses in some of our contracts with physician partners may prohibit us from establishing new RBEs within certain geographies in the future, and as a result may limit our growth.

Most of our contracts with our physician partners include restrictive provisions that, among other things, preclude us from establishing new RBEs within certain geographies in the future. These restrictive provisions

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typically preclude us or our RBEs from contracting to provide a Total Care Model in specific geographic areas other than through the relevant RBE, and in certain circumstances may limit the providers with which the RBE may contract. Any contracts with restrictive provisions may limit our ability to conduct business with certain potential partners, including partnering with or providing services to other physicians or purchasing services from other physicians within certain time periods, and in certain regions. Accordingly, these restrictive provisions may limit growth and prevent us from entering into long-term relationships with potential partners and could cause our business, financial condition, cash flows and results of operations to be harmed.

Exclusivity provisions in some of our agreements with physician partners could subject us to investigations or litigation.

Most of our contracts with our physician partners contain restrictive provisions that preclude our physician partners from providing specified services for the duration of our contracts. Such provisions could be the subject of investigations and enforcement actions by regulatory authorities and litigation by payors or physicians operating in the geographic areas where such contracts exist. Any such investigations, enforcement actions or litigation could require us to take actions which would adversely affect our business, financial condition, cash flows and results of operations or could require us to pay substantial amounts of money. Additionally, defending against these lawsuits and proceedings may involve significant expense and diversion of management’s attention and resources from other matters.

We rely on our management team and key employees and our business, financial condition, cash flows and results of operations could be harmed if we are unable to retain qualified personnel.

Our success depends, in part, on the skills, working relationships and continued services of our senior management team and other key personnel. All of our employees are “at-will” employees or have offer letters or employment agreements that allow their employment to be terminated by us or them at any time, for any reason and without notice, subject, in certain cases, to severance payment rights. Prior to this offering, in order to retain and motivate valuable employees, in addition to salary and cash incentives, we provided stock options that either vest over time or are based on the equity return realized by our controlling stockholder. The value to employees of these stock options is significantly affected by movements in our stock price that are outside our control. The compensation and benefits we provide to our employees, together with the value of stock options that we have granted, may at any time be insufficient to counteract offers from other organizations. The departure of key personnel could adversely affect the conduct of our business, financial condition, cash flows and results of operations. In such event, we would be required to hire other personnel to manage and operate our business, and we may not be able to employ a suitable replacement for the departing individual at favorable terms, or at all. Following the offering, we intend to continue to use equity awards as part of our executive compensation program, and volatility or lack of performance in our stock price may also affect our ability to attract any replacements or retain these employees.

Competition for qualified personnel in our field is intense due to the limited number of individuals who possess the skills and experience required by our industry, particularly with respect to a Total Care Model. As a result, as we enter new geographies, it may be difficult for us to hire additional qualified personnel with the necessary skills to work in such geographies. If our hiring efforts in new or existing geographies are not successful, our business will be harmed. In addition, we have experienced employee turnover and expect to continue to experience employee turnover in the future. New hires require significant training and, in most cases, take significant time before they achieve full productivity. New employees may not become as productive as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals. If our retention efforts are not successful or our employee turnover rate increases in the future, our business, financial condition, cash flows and results of operations will be harmed.

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We may never realize the full value of our intangible assets, which could cause us to record impairments that may negatively affect our financial condition and results of operations.

We have a significant amount of intangible assets on our balance sheet, and we may never realize the full value of such assets. As of December 31, 2020 and December 31, 2019, respectively, we had $102.0 million and $112.7 million of net intangible assets, including $41.5 million of goodwill. In addition to our annual goodwill impairment test in the fourth quarter, our intangible assets, including goodwill, are subject to impairment tests when events or circumstances indicate that the carrying value of the asset, or related group of assets, may not be recoverable. There are several factors that may be considered a change in circumstances indicating that the carrying value of our intangible assets, including goodwill may not be recoverable, including macroeconomic conditions, industry considerations, our overall financial performance (including an analysis of our current and projected cash flows), revenue and earnings, a sustained decrease in our share price and other relevant entity-specific events (including changes in strategy, physicians, members or litigation). Where the carrying value of the asset, or related group of assets, is not recoverable, we would record an impairment charge that may negatively impact our financial condition and results of operations. A detailed discussion of our impairment testing is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates.”

Due to the continued deterioration in the performance of our California reporting unit, in the fourth quarter of 2019, we initiated a process to evaluate strategic alternatives for our California operations, including a sale or abandonment of all or substantially all of such operations. We therefore performed an assessment of the long-lived assets in the California reporting unit for impairment and determined that the carrying value of certain of those assets was not recoverable. Accordingly, we wrote-down such assets to fair value, resulting in the recognition of a $98.3 million impairment charge included in discontinued operations in the audited consolidated statement of operations for the year ended December 31, 2019. See “Note 19. Discontinued Operations” in our consolidated financial statements included elsewhere in this prospectus.

Any future impairments could be significant and have a material adverse effect on our business, financial condition, cash flows and results of operations.

Adverse determinations of tax matters could adversely affect our business, financial condition, cash flows and results of operations.

We are subject to tax laws in the various jurisdictions in which we operate, and the application of these laws to us may be unclear. Some interpretations adopted by us could be challenged by the relevant tax authorities. A successful challenge could result in adverse consequences for us, including potentially the payment of taxes, penalties or interest in amounts that may be material. See “Note 11. Commitments and Contingencies” in our audited consolidated financial statements included elsewhere in this prospectus.

Security breaches, loss of data and other disruptions to our data platforms could compromise sensitive information related to our business and expose us to liability, which could adversely affect our operations, financial condition, cash flows and results of operation.

In the ordinary course of our business, we collect, store, use and disclose sensitive data, including what the law defines as protected health information (“PHI”) and other types of personal or identifying information. Our member information is encrypted but not always de-identified. We manage and maintain our business and data through a combination of data center systems and cloud-based computing center systems.

We are highly dependent on information technology networks and systems, including the internet, to securely process, transmit and store this information. We utilize third-party service providers for important aspects of the collection, storage and transmission of PHI and other sensitive information and, therefore, we may be unable to control the use of such information or the security protections employed by such third parties. The

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security of our technology platform and other aspects of our services, including those provided or facilitated by our third-party service providers, is important to our operations and business strategy because of the sensitivity of the PHI and other confidential information we and our providers collect, store, process and transmit. Our information technology and infrastructure, and that of our third-party service providers, may be vulnerable to various forms of attacks by hackers or to viruses, other technical failures or breaches due to third-party action, or due to employee and contractor negligence, error or malfeasance. We may also experience cybersecurity and other breach incidents that may remain undetected for an extended period of time. Because the techniques used to obtain unauthorized access or to otherwise disrupt computer systems change frequently and generally are not identified until they are launched against a target, we or our third-party service providers may be unable to implement adequate preventative measures or effectively respond to breaches in a timely fashion. Examples of currently known data security threats facing us and our third-party service providers include ransomware, phishing, business email compromise and credential stuffing.

We have experienced cybersecurity incidents in the past and may experience them in the future. Such breaches of our infrastructure or information, or that of our third-party providers, whether as a result of physical break-ins, computer viruses, cyberattacks, or employee or contractor error, negligence or malfeasance, can create system disruptions, shutdowns or unauthorized disclosure or modification of sensitive information, including PHI. As a result, such data security breaches could result in the loss of data or inappropriate use of information. Any interruption in access to member information, unauthorized access to information, improper disclosure or other loss of information could also result in federal or state government investigations and liability under laws and regulations that protect the privacy of member information, such as the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), potentially resulting in damages and regulatory penalties. See “Business—Healthcare and Other Applicable Regulatory Matters—Federal and State Privacy and Security Requirements.” Sustained or repeated system failures could damage our reputation and reduce the attractiveness of our platform, partnership and network model to members and physician partners, possibly resulting in contract terminations and reductions in revenue. Additionally, the detection, prevention and remediation of known or unknown security vulnerabilities, including those arising from third-party hardware or software, may result in additional material direct or indirect costs.

Any or all of these issues could adversely affect our ability to attract new physician partners and members, cause existing physician partners to fail to renew their agreements with us, cause existing members to disenroll or switch their coverage to non-contracted payors and result in reputational damage. Our general liability or data security insurance policies may not be adequate to cover all potential claims to which we are exposed and may not be adequate to indemnify us for the liability that may be imposed or the losses associated with such events, and in any case, such insurance may not cover all of the specific costs, expenses and losses we could incur in responding to and remediating a security breach.

We rely on third-party internet infrastructure and bandwidth providers for our operations, and any failure or interruption in the services provided by these third parties could negatively impact our ability to operate and our relationships with members and physician partners and adversely affect our business, financial condition, cash flows and results of operations.

Our ability to aggregate and evaluate member, physician partner, payor and other relevant data to facilitate our operations, including to process and adjudicate claims payments, provide data analytics and store data, depends on the development and maintenance by third parties of the internet infrastructure we use to operate our business. We rely on internal systems as well as third-party bandwidth and telecommunications equipment providers and other service providers to maintain and operate our internet-based services. This includes maintenance of a reliable network backbone with the necessary speed, data capacity, bandwidth capacity and security. Our services are designed to operate without interruption. However, we may experience future interruptions and delays in services and availability from time to time. In the event of an interruption or a catastrophic event with respect to one or more of the systems we use, we may experience an extended period of

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system unavailability, which could negatively impact our relationship with members, physician partners and payors. To operate without interruption, both we and our service providers must guard against:

• damage from fire, power loss, natural disasters and other events outside our control;

• communications failures;

• software and hardware errors, failures and crashes;

• data security breaches, ransomware attacks, computer viruses, hacking, denial-of-service attacks and similar disruptions; and

• other potential interruptions.

If any of the foregoing occur, our reputation, operations and financial results may be materially adversely impacted. Further, any failure of or by the systems we use to handle the volume of use, either by us or others on such systems, or any increased volume of use, could significantly harm our business. We have limited control over our third-party internet infrastructure and bandwidth providers, and, as a result, limited ability to independently address problems with services they provide. Any errors, failures, interruptions or delays experienced in connection with these providers’ services could negatively impact our relationships with members, physician partners or payors.

If we are unable to protect the confidentiality of our know-how and other proprietary and internally developed information, our operations could be adversely affected.

Our business depends on internally developed information, including our databases, confidential information and know-how, the protection of which is crucial to the success of our business. We may not be able to protect our know-how and other internally developed information, including clinical and analytical outcomes generated from data we collect from physician partners, payors and other relevant sources. Our physician partners, employees, consultants and other parties (including independent contractors and companies with which we conduct business) may unintentionally or willfully disclose our information to competitors. Enforcing a claim that a third party illegally disclosed or obtained and is using any of our internally developed information is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, courts outside the United States are sometimes less willing to protect know-how and other proprietary information. We rely, in part, on non-disclosure or confidentiality agreements with our physician partners, independent contractors, consultants and companies with which we conduct business to protect our know-how and internally developed information. These agreements may not be self-executing, or they may be breached and we may not have adequate remedies for such breach. Moreover, third parties may independently develop similar or equivalent proprietary information or otherwise gain access to our know-how and other internally developed information. Our failure to protect the confidentiality of our know-how and other proprietary and internally developed information could have a material adverse effect on our business, financial condition, cash flows and results of operations.

We could be required to devote significant attention and resources to the provision of certain transition services in connection with the disposition of our California Operations.

In February 2021, we completed the divestiture of our California Operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the notes in our financial statements included elsewhere in this prospectus.

In connection with the divestiture, we have agreed to continue to provide administrative support and transition services for a specified period of time. The transition services to be provided by us could require significant management attention and resources which could negatively affect our ongoing business. Additionally, we could experience operational difficulties and increased costs that exceed our estimates to provide the transition services if we are unable to perform such services with our existing resources at an acceptable level, or at all, or obtain them from a third party on reasonable terms.

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For the Southern California and Fresno divestiture transactions, we will continue to be responsible for any liabilities arising from the business prior to the closing date of each transaction, including the payment of claims for medical services incurred prior to the effective date of each transaction. We may not be successful in managing the risks associated with the divestiture of our California operations.

Our subsidiaries’ lack of performance or ability to fund their operations could require us to fund such losses.

If our subsidiaries suffer losses due to their lack of performance, our physician partners’ failure to perform under their contracts or other reasons, we may be required to fund such losses or our subsidiaries may breach their payor contracts or incur regulatory consequences. We have in the past chosen to or been required to, and may in the future choose to or be required to, fund our subsidiaries’ losses. If unfunded, such losses have in the past, and could in the future, result in substantial doubt related to such subsidiary’s ability to continue operating as a going concern, and the contractual and regulatory consequences of such failure could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Risks Related to Our Reliance on Third Parties

We are economically dependent on maintaining our contracts with a limited number of key payors.

We contract with a limited number of key payors, and we are economically dependent on maintaining our contracts with such payors. See “Note 3. Concentration of Credit Risk” in our audited consolidated financial statements included elsewhere in this prospectus. As a result, our key payors may have increased bargaining power, and we may be required to accept less favorable contractual terms with them. Because we rely on a limited number of payors for a significant portion of our revenue, we depend on their creditworthiness. Our payors are subject to a number of risks including reductions in payment rates from governmental programs, higher than expected healthcare costs and lack of predictability of financial results when entering into new lines of business, particularly with high-risk populations. If the financial condition of our payors declines, our credit risk could increase. Should one or more of our significant payors declare bankruptcy, be declared insolvent or otherwise be restricted by state or federal laws or regulation from continuing in some or all of their operations, such payor may be unable to reimburse us for expenses incurred in managing patient care, and the members such payor attributes to our platform could transition to another payor who is not on our platform, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. Future consolidation of payors in the healthcare industry could reduce the number of payors even further, increasing these risks.

Our contracts with our payors are for limited terms, and may not be renewed upon their expiration.

Our contracts with payors generally have terms of one to three years and are typically renewed for one-year periods unless terminated in accordance with the terms of such agreements. In the ordinary course of business, we engage in active discussions and renegotiations with our payors in respect of the services we collectively provide and the terms of our payor agreements. As our payors’ businesses respond to market dynamics and financial pressures, and as our payors make strategic business decisions in respect of the lines of business they pursue and programs in which they participate, certain of our payors have sought, and we expect that in the future additional payors will, from time to time, seek to renegotiate or terminate their contracts with us. These negotiations could result in reductions to the economic terms and changes to the scope of services contemplated by our existing payor contracts and consequently could negatively impact our revenues, business and prospects and render our assumptions, estimates and reserves inaccurate. If any of our contracts with our payors is terminated, we may experience a reduction in the number of members attributed to our platform, which may result in a reduction of our revenues and may have a material adverse effect on our business. We have in the past, with respect to certain of our discontinued operations, and may in the future, recognize impairment charges for such terminations.

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If a payor does terminate or elects not to renew its relationship with us, our ability to retain members associated with that payor is limited. We and our physician partners must comply with the CMS Medicare Marketing Guidelines regarding communication and information provided to members, which limits the types of permissible communications that may be made to members. In addition, in Ohio, we are contractually prohibited from forming our own health plan, which effectively prohibits us from directly marketing to members in accordance with the CMS Medicare Marketing Guidelines.

Additionally, if a payor with which we contract for these services loses its Medicare contract or CMS decides to discontinue its MA or commercial plans, decides to contract with another company to provide capitated care services to its members or decides to directly provide care, our contract with that payor could be at risk and we could lose revenue. Additionally, payors with whom we currently contract in a particular geography may not maintain their government-awarded contracts in future years. For example, a group contract through which certain of our members in our Texas geography receive care was awarded to a new payor with whom we are not currently contracted to attribute members for 2021. Moreover, our inability to maintain our agreements with payors, in particular with key payors such as Humana, Aetna and United Healthcare, with respect to their MA members or to negotiate favorable terms for those agreements in the future, could result in the loss of patients and could have a material adverse effect on our business, financial condition, cash flows and results of operations.

We rely on our payors for membership attribution and assignment, data and reporting accuracy and claims payment.

We rely on our payors for membership attribution and assignment, data and reporting accuracy and claims payment, and if our payors do not adequately fulfill these functions, fewer members may be attributed to our platform or we may not receive complete and accurate information necessary to effectively manage our business. We receive payments from payors based on the number of assigned or attributed members participating in Medicare, which can be based upon complex attribution algorithms provided by our payors that may not be accurate. Additionally, payors may choose to assign specific member populations to specialty risk-bearing organizations, which would decrease the number of members attributed to us. We may not be reimbursed for members that payors fail to assign or attribute to us, which could result in lost margin and disruption to member care. Such a failure could materially reduce our revenues and have a material adverse effect on our business, financial condition, cash flows and results of operations.

Payors also regularly provide us an array of data associated with patients attributed to our physician partners, including information related to revenue and risk adjustment factors for our members, and details associated with amounts paid by payors for medical services rendered to our members. To the extent a payor does not provide us with complete or accurate data sets related to our members, or if we are unable to effectively ingest the information which payors provide to us, we and our physician partners may not be able to effectively ensure our members disease burdens are identified and may not be able to effective operate our business.

In addition, we are exposed to various risks related to our incentive programs with our payors, including those in which the payor typically has not delegated claims payment services to us. If our payors do not timely and accurately process claims and reimburse us for all covered members, are unable to contract with providers at market-based rates, change their utilization management methodologies, or are unable to secure an adequate network of specialists, our business, financial condition, cash flows and results of operations could be adversely impacted.

We are dependent on physician partners and other providers to effectively manage the quality and cost of care and perform obligations under payor contracts.

Our success depends upon our continued ability to collaborate with and expand a network of high-caliber physician partners who can provide high quality of care, improve clinical outcomes and effectively manage healthcare costs, which are key drivers of our profitability. While the precise terms of each relationship vary, we

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do not directly employ our physician partners. Accordingly, our physician partners could demand an increased payment arrangement or take other actions, or fail to take actions, that could result in higher medical costs, lower quality of care for our members, harm to our reputation or create difficulty meeting regulatory or other requirements. Likewise, our physician partners could take actions contrary to our instructions, requests, policies or objectives or applicable law, or could have economic or business interests or goals that are or become inconsistent with our own. Further, our physician partners may not engage with our platform to assist in improving overall quality of care and management of healthcare costs, which could produce results that are inconsistent with our estimates and financial models and negatively impact our growth.

In addition to receiving care from our physician partners, our members also receive care from an array of hospitals, specialists and ancillary providers who typically contract directly with our payors. Similar to our physician partner relationships, we do not directly employ providers from whom our members receive care. As such, we cannot guarantee the quality and efficiency of services from such providers, over which we have no control. Members who receive poor quality healthcare from such providers may be dissatisfied with our physician partners, which would have a negative impact on member satisfaction and retention. Any of these consequences could adversely impact our business, financial condition and results of operations.

We could also experience significant losses if the expenses incurred to deliver healthcare services to our attributed members exceed revenues we receive from payors in respect of our attributed members. Under a capitation contract, a payor typically prospectively pays periodic capitation payments representing a prospective budget from which our physician partnerships manage healthcare expenses on behalf of the population enrolled with that physician partnership. To manage total medical services expense, we rely on our physician partners’ ability to improve clinical outcomes, implement clinical initiatives to provide a better healthcare experience for our members and accurately and sufficiently document the risk profile of our members. While our contracts vary, generally, if the cost of medical care provided exceeds the corresponding capitation revenue we receive we may realize operating deficits, which are typically not capped, and could lead to substantial losses.

Difficulties in obtaining accurate and complete diagnosis data could have adverse consequences.

The accurate and complete coding and documentation of diagnosis data underlying our members’ existing disease conditions is important because our contracts with payors require the submission of complete and correct encounter data. Such data includes members’ medical information, as documented by physicians, other medical professionals and hospitals, and is used by payors to attribute membership and reimburse healthcare providers for the services rendered. The accurate and complete coding and documentation of diagnosis is also important because the CMS risk adjustment model adjusts reimbursement for members with existing qualifying diagnoses. Additionally, in geographies in which payors adjudicate claim payments to the provider network, we rely on providers to submit accurate diagnosis information and other encounter data to payors. To the extent we or providers in our network fail to submit diagnosis data underlying our members’ existing disease condition, we may receive less medical services revenue than is necessary to provide healthcare services for such members. Furthermore, we project our medical services revenue in part based upon the data submitted and expected to be submitted to CMS. Failure by us or our provider network to submit complete and accurate diagnosis information or encounter data may result in inaccuracies in our projections of medical services revenue, or in other estimation processes. We may be held liable for inaccuracies or deficiencies in the submitted encounter data and potentially could be subject to financial penalties imposed by government authorities and breach of contract claims by payors. We have experienced, and may in the future experience, challenges in obtaining complete and accurate encounter data due to difficulties with our internal compliance and monitoring systems receiving and processing data from multiple systems, with physicians and third-party vendors submitting claims in a timely fashion and in the proper format, and with payors properly recording and coordinating such submissions. We may not be successful in collecting accurate and complete encounter data, correcting inaccurate or incomplete encounter data and developing systems that allow us to receive and process data from multiple systems. Further, it may be prohibitively expensive or impossible for us to collect or reconstruct historical encounter data.

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We depend on physician partners to accurately, timely and sufficiently document their services, and their failure to do so could result in nonpayment for services rendered or allegations of fraud. If any diagnosis information or encounter data are inaccurate or incorrect, claims or encounter data submissions to payors may not be compliant, resulting in potential overpayments, possible recoupments and liability under the federal False Claims Act or through RADV audits.

Our revenue will be negatively impacted if our physician partners or our network providers, including hospitals and specialist physicians, fail to accurately, timely and sufficiently document their services or if our internal compliance and monitoring programs fail to ensure that documentation is complete, timely and accurate. We rely upon physician partners to accurately, timely and sufficiently complete medical record documentation and assign appropriate reimbursement codes for their services. We also rely on our internal compliance and monitoring systems to ensure that documentation is complete, timely and accurate. However, we do not directly employ or control our physician partners, and accordingly any adverse effects on us regarding their noncompliance with documentation requirements are uncertain and unpredictable. Reimbursement is conditioned upon, in part, physician partners providing the correct procedure and diagnosis codes and properly documenting the services themselves, including the level of service provided and the medical necessity for the services. If our affiliated physicians have provided incorrect or incomplete documentation or selected inaccurate reimbursement codes, or if our internal compliance and monitoring procedures to ensure complete, timely and accurate submission of data are ineffective, this could result in nonpayment for services rendered or lead to allegations of billing fraud. See “Business—Healthcare and Other Applicable Regulatory Matters—Health Care Fraud Statute.”

In addition, CMS and the U.S. Department of Health and Human Services (“HHS”) Office of Inspector General perform audits of selected MA contracts related to risk adjustment diagnosis data. In these Risk-Adjustment Data Validation Audits (“RADV audits”), the government reviews medical records to determine whether physician medical record documentation and coding practices are compliant, which can result in the recovery of payments from managed care organizations if errors are identified and influence the calculation of premium payments by CMS to MA plans. Disclosure of any adverse investigation or audit results or sanctions could negatively affect our reputation and make it more difficult to attract members, physician partners and payors. Additionally, exception rates of existing documentation identified through a RADV audit may be extrapolated to an overall population of members attributed to a payor, which may result in a reduction of our revenues.

In recent years, the U.S. Department of Justice has brought a number of investigations and actions under the federal False Claims Act against both physicians and payors for alleged upcoding or improper coding of diagnosis codes under the risk-adjustment methodology. The Medicare Risk Adjustment Factor (“RAF”) scores attributable to members determine, in part, the revenue to which health plans and, in turn, we are entitled for the provision of medical care to such members. The data submitted to CMS by each health plan is based, in part, on medical charts and diagnosis codes submitted to health plans. Each health plan generally relies on us and our physician partners to maintain accurate medical records and appropriately document clinical diagnoses associated with medical services provided to members. If our physician partners have provided incorrect or incomplete documentation or selected inaccurate reimbursement codes, or if our internal compliance and monitoring systems fail to ensure that documentation is complete and accurate, we could be subject to potential civil and criminal penalties, including exclusion from government healthcare programs, such as Medicare, that constitute a substantial percentage of our total revenues.

A health plan may seek repayment from us should CMS make any payment adjustments as a result of its audits or hold us liable for any penalties owed to CMS for inaccurate or unsupportable RAF scores provided by us or our affiliated physicians. We could, further, be liable for penalties to the government under the FCA that range from $11,181 to $22,363 (adjusted for inflation) for each false claim, plus up to three times the amount of damages caused by each false claim, which can be as much as the amounts received directly or indirectly from the government for each such false claim.

In addition, payors may disallow, in whole or in part, requests for reimbursement based on determinations that certain amounts are not covered, services provided were not medically necessary, or supporting

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documentation was not adequate. Retroactive adjustments may change amounts realized from payors and result in recoupments or refund demands, affecting revenue already received.

Any of these consequences of inaccurate data recordation could have a material adverse effect on our business, financial condition cash flows and results of operations. Furthermore, a health plan may be randomly selected or targeted for review by CMS and the outcome of such a review may result in a material adjustment in our revenue and profitability, even if the information we submitted to the plan is accurate and supportable.

We rely on third-party software and data to operate our business and provide services to our members and physician partners, and any restrictions on our use of, or ability to license, such third-party resources could adversely affect our business, financial condition, cash flows and results of operations.

We rely on software licensed from third parties, as well as data received from third parties, including government agencies, in order to operate our business. These licenses are generally commercially available on varying terms. It is possible that the licenses and rights necessary to use the software and data necessary for the provision of our services may not continue to be available on commercially reasonable terms, or at all, or that our use of such software or data may be restricted. Our suppliers of data may increase restrictions on our use of such data, fail to adhere to our quality-control standards or otherwise satisfactorily perform services or otherwise change the terms upon which we can access such data. Any loss of the right to use or receive any of this software or data could significantly increase our expenses and otherwise result in delays in the provision of our services until supplemental data is able to be obtained, or equivalent technology is either developed by us, or, if available from another source, is identified, obtained and integrated. In the future, we may need to obtain additional licenses from third parties in connection with our growth into new geographies or provision of new or supplemental services, and such additional licenses may not be available on commercially reasonable terms, or at all.

Furthermore, our use of additional or alternative third-party software or data requires us to enter into license agreements with third parties, and integration of new third-party software may require significant work and require substantial investment of our time and resources. Also, the software we license is complex and may contain errors or failures that are not detected until after the software is introduced or updated and new versions are released. In addition, it is possible that hardware failures or errors in the third-party software we use could result in data loss or corruption or cause the information to be incomplete or contain inaccuracies. Any undetected errors, defects or corruption in third-party software or data could prevent the deployment or impair the functionality of our software, delay new updates or enhancements to our services, result in a failure of our services and injure our reputation. We have limited control over such third-party providers, and these third parties may not continue to invest the appropriate levels of resources to maintain and enhance the capabilities of their software, continue to collect and disseminate relevant data, or even remain in business. Integration of software provided by various third parties is also less reliable than an owned, fully integrated network, which we do not have. Any failure or interruption in the services provided by these third parties could negatively impact our ability to operate, relationships with members and physician partners and adversely affect our business, financial condition, cash flows and results of operations.

Risks Related to Our Industry and Government Programs

Consolidation in the healthcare industry could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Many healthcare industry participants, including physician groups and payors, are consolidating to create larger and more integrated healthcare delivery systems with greater bargaining power, given their market share. We expect regulatory and economic conditions to result in additional consolidation. Physician groups or payors that have consolidated and are not already part of our network may try to use their increased bargaining power to negotiate better terms upon which to join our network. Consolidation may also result in the acquisition or future development by our partners or unaffiliated third parties of products and services that compete with us. Finally,

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consolidation may result in physician groups merging with, or being acquired by, each other or by health plans or other types of providers such as hospitals, and such groups may not have a need for our services which could reduce our market opportunity. Any of these potential results of consolidation could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Substantially all of our total revenues relate to federal government healthcare programs, and reductions in their reimbursement rate or methodology applied to derive reimbursement, or discontinuation of such healthcare programs, would adversely affect our business, financial condition, cash flows and results of operations.

Substantially all of our total revenues relate to federal government healthcare coverage programs. The MA program accounted for approximately 100% and 99% of our total revenues for the year ended December 31, 2020 and the year ended December 31, 2019, respectively. See “Note 3. Concentration of Credit Risk” in our audited consolidated financial statements included elsewhere in this prospectus. The policies and decisions made by the federal government regarding these programs have a substantial impact on our profitability. We cannot predict changes to these programs, and we may be unable to adapt our business to such changes, either at all or in relation to our competitors.

On an annual basis, CMS issues a final rule to establish the MA county-level benchmark payment rates for the following calendar year. Rates we receive from payors may be reduced as a result of annual reimbursement changes, changes to the risk-adjustment methodology (including revisions to the FFS normalization rate, coding intensity adjustment or other elements of the methodology) for the services we provide or other changes to the CMS reimbursement model. Any reductions in rates that we receive from payors could have a significant adverse impact on our revenue and financial results. We cannot predict the nature of future changes. The final impact of the MA rates can vary from any estimate we may have and may be further impacted by the relative growth of our MA patient volumes across markets as well as by the benefit plan designs submitted by the health plans. It is possible that we may underestimate the impact of the changes in MA rates on our business, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. In addition, our MA revenues may continue to be volatile in the future, which could have a material adverse impact on our business, financial condition, cash flows and results of operations. The rates we or our payors pay to physician partners are generally based on the Medicare FFS schedule, which is subject to change and outside our control. Increases in the Medicare FFS schedule could cause us or our payors to modify our physician partner reimbursement methodology in ways that we cannot predict, which would result in increases to our medical services expenses.

There are sometimes wide variations in the established reimbursement rates per member as a result of, among other things, members’ risk status, acuity levels and age, plan benefit design and geography. As the composition of our membership base changes, due to programmatic, competitive, regulatory, benefit design, economic or other changes, there is a corresponding change to our premium revenue, costs and margins, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Furthermore, changes to Medicare or MA, such as if CMS were to scale back these programs or discontinue MA, could have a significant adverse impact on our membership levels, revenue and financial results. Changes in individual plan dynamics, such as changes in benefits provided by the payors, premiums charged by the payors or our payors’ STAR ratings, could also adversely impact us.

Uncertain or adverse economic conditions, including a downturn or decrease in government expenditures, could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Historically, government budget limitations have resulted in reduced spending. The existing federal deficit and continued deficit spending by the federal government and significant economic pressure on state budgets

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have the potential to lead to reduced government expenditures, including for government-funded programs in which we participate such as Medicare. Any sustained failure to identify and respond to these trends could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Unfavorable economic conditions could also impact enrollment in MA plans with our payors, cause our payors to change the benefits structure that is offered to our members or weaken our ability to raise additional capital on acceptable terms. For example, unfavorable economic conditions could cause our payors to reduce the benefits that are offered to our members and could result in the cancellation by certain members of our payors’ products and services, which would reduce our overall membership, premiums and fee revenues. Any reduction in membership, premiums or fee revenues would, in turn, adversely affect the financial position of physician practice groups.

We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition, cash flows and results of operations will be harmed.

Our industry is competitive and we expect it to attract increased competition, which could make it difficult for us to succeed. We currently face competition in various aspects of our business, including in offering a favorable reimbursement structure for physician partners and potential physician partners and attracting payors and physician partners who are not contracted with us, from a range of companies that provide a Total Care Model under different care models that could attract patients, providers and payors, including hospitals, managed service organizations and provider networks and data analysis consultants. Further, individual physicians who are contracted within our network may affiliate with our competitors. Competition from hospitals, managed service organizations and provider networks and data analysis consultants, payors and other parties could result in payors changing the benefit structure that is offered to our members, which could negatively impact our profitability and market share.

Our primary competitors include ChenMed, Oak Street Health, Optum and VillageMD, in addition to numerous local provider networks, hospitals and health systems. Moreover, large, well-financed payors have in some cases developed their own managed services tools and may provide these services to their physicians and patients at discounted prices, or may seek to expand their relationships with additional competing physicians or physician networks, including in geographic areas we serve. This may result in a more competitive environment and increased challenges to grow at the rates we have projected. We expect that competition will continue to increase as a result of consolidation in the healthcare industry and increased demand for a Total Care Model.

Some of our competitors may have greater name recognition, particularly in local geographies, longer operating histories, superior products or services and significantly greater resources than we do. Further, our current or potential competitors may be acquired by or partner with third parties with greater available resources than we have. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial benefits structure and premium competition. In addition, current and potential competitors have established, and may in the future establish, cooperative relationships with providers of complementary services, technologies or services to increase the attractiveness of their services.

Accordingly, new competitors or alliances may emerge that have greater market share, a larger customer base, better data aggregation systems, greater marketing expertise, greater financial resources and larger marketing teams than we have, which could put us at a competitive disadvantage. Our competitors could also be better positioned to serve certain segments of the healthcare delivery industry, which could create additional pressure on the premiums that our payors are able to charge. If we are unable to successfully compete, our business, financial condition, cash flows and results of operations could be materially adversely affected.

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Our compensation and reputation are dependent on government performance standards and benchmarks, some of which depend on factors outside our control.

We contract with payors that participate in government healthcare programs and, as a result, are required to satisfy certain conditions, performance standards and benchmarks which we may not be able to control. For example, as part of the Patient Protection and Affordable Care Act (the “ACA”), the level of reimbursement each MA plan receives from CMS is dependent, in part, upon the quality rating of the plan. Such ratings impact the percentage of any cost savings rebate and any bonuses earned by such health plan. The CMS STAR rating system considers various measures, including, among others, quality of care, preventive services, chronic illness management and customer satisfaction. Agreements with certain of our payors may condition amounts paid to us based upon improvements to contracted payors’ STAR ratings. If we are not eligible for quality bonuses or if we contract with payors who experience a reduction in their STAR ratings, we may experience a negative impact on our revenues, which could materially and adversely affect the marketability of our platform, partnership and network model to physicians, our membership levels and our business, financial condition, cash flows and results of operations. Further, our payors’ STAR ratings are based on the services they provide to their overall contracted attributed membership in a defined geography. As a result, even if we effectively engage and manage our membership, changes in such payors’ STAR ratings are outside our control. Furthermore, CMS has terminated MA plans that have had a low quality rating for three consecutive years. Low quality ratings can potentially lead to the termination of certain plans with which we contract, or a shifting of beneficiaries to alternative plans with higher STAR ratings, which could in turn have a material adverse effect on our business, financial condition, cash flows and results of operations.

Government funding for healthcare programs is subject to statutory and regulatory changes, administrative rulings, interpretations of policy and determinations by intermediaries and governmental funding restrictions, all of which could materially impact program coverage and reimbursements for both institutional and professional services.

The healthcare industry in the United States is undergoing significant structural change and is rapidly evolving. Such changes could ultimately result in substantial changes in Medicare coverage and reimbursement, as well as changes in coverage or amounts paid by private payors, which could have an adverse impact on our revenues from those sources. The frequent enactment of, changes to or interpretations of laws and regulations relating to healthcare could, among other things: force us to restructure our relationships with payors and physician partners within our network; require us to implement additional or different programs and systems; restrict revenue and member growth; increase our medical and administrative costs; impose additional capital and surplus requirements; increase or change our liability to members in the event of malpractice by our physician partners and potentially increase, or add new, criminal, civil and administrative penalties that could be imposed on us in the event our operations were found to be non-compliant with new or existing laws and regulations. In addition, changes in political party or administrations at the state or federal level may change the attitude towards healthcare programs and result in changes to the existing legislative or regulatory environment.

Government funding for healthcare programs is subject to statutory and regulatory changes, administrative rulings, interpretations of policy and determinations by intermediaries and governmental funding restrictions, all of which could materially impact program coverage and reimbursement levels. Various legislative, judicial and executive efforts have made the status of federal healthcare program funding and many other aspects of the U.S. healthcare system, particularly the status of reforms implemented under the ACA, unclear. Budget pressures often lead the federal government to reduce or impose limitations on reimbursement rates, which has in the past and could in the future result in substantial reductions in our revenue and operating margins. For example, since the passage of the Sequestration Transparency Act of 2012, Medicare payments have been subject to a 2% sequestration reduction; these cuts were the result of a congressional deal to address the debt ceiling crisis. The CARES Act temporarily suspended the 2% sequestration payment adjustment on Medicare payments from May 1, 2020 through December 31, 2020, which was extended to March 31, 2021 by the Consolidated Appropriations Act, 2021. Further, the passage of the Improving Medicare Post-Acute Care Transformation

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(“IMPACT”) Act imposes a stringent timeline for implementing benchmark quality measures and data metrics across post-acute care providers. CMS has promulgated, and may continue to promulgate, regulations to implement provisions of the IMPACT Act. The costs of implementation could be significant, particularly with respect to the design of a unified payment methodology for post-acute providers. Failure to meet implementation requirements could expose providers to payment reductions and penalties.

There is also uncertainty regarding both MA payment rates and beneficiary enrollment, which, if reduced, would adversely affect our overall revenues and net income. Each year, CMS issues a final rule to establish the MA benchmark payment rates for the following calendar year. Any reduction to such benchmark rates may have a material adverse effect on our business, financial condition, cash flows and results of operations. We may be further impacted by the relative growth of our MA patient volumes across geographies. However, MA enrollment may not continue to grow at the same rate it has over the last decade. Further, we may not capture a material portion of enrollments, particularly since MA enrollment is increasingly concentrated amongst a small group of payors. Uncertainty over MA payment rates and enrollment presents a continuing risk to our business.

We are unable to determine how any future federal spending cuts or other industry changes and reform will affect Medicare reimbursement and, accordingly, our business. There likely will continue to be legislative and regulatory proposals at the federal level directed at containing or lowering the cost of healthcare that, if adopted, could have a material adverse effect on our business, financial condition, cash flows and results of operations. Our inability to keep pace with changes in government regulations and the healthcare industry could constrain our ability to grow and could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Regulatory proposals directed at containing or lowering the cost of healthcare, including the Direct Contracting Model, and our participation, voluntary or otherwise, in such proposed models, could impact our business, financial condition, cash flows and operations.

The CMS Innovation Center continues to test an array of alternative payment models that could impact our business, financial condition, cash flows and operations. For example, the CMS Innovation Center has created the Direct Contracting Model to allow a variety of different organizations called DCEs to negotiate directly with the government to manage traditional Medicare beneficiaries and share in the savings and risks generated from managing such beneficiaries. We, in conjunction with some of our physician partners, have applied and been accepted to participate in the Direct Contracting Model in certain geographies beginning April 1, 2021. The Direct Contracting Model’s economic structure, including risk adjustment methodologies, quality reporting and model timelines, has not yet been finalized by CMS, particularly as CMS continues to address the COVID-19 public health emergency. Because the Direct Contracting Model is a new and evolving program, we are unable to determine how the Direct Contracting Model, or other alternative payment models promulgated by the CMS Innovation Center, will affect Medicare reimbursement and capitation benchmarks. For example, if the CMS Innovation Center fails to ensure the long-term predictability of revenue under the Direct Contracting Model by utilizing, for example, MA-like market benchmarks, such reimbursement instability could adversely impact our business, financial condition, cash flows and operations. Further, the CMS Innovation Center has not yet finalized its attribution methodology under the Direct Contracting Model’s Geographic Population-Based Payment (“Geographic PBP”) model option. If the CMS Innovation Center grants Geographic PBP DCEs an attribution advantage over other types of performance-based risk model participants, the impact on our business, financial condition, cash flows and operations may depend on our arrangements with CMS. In arrangements where we are contracted directly as a DCE, we may benefit, and in arrangements where we are downstream from a DCE, we may be adversely impacted. Additionally, if the CMS Innovation Center fails to streamline incentive program requirements for physicians across payment models, such conflicting requirements may impose additional compliance burdens on our affiliated physician partners’ practices, which may have a material adverse effect on process, quality and efficiency.

Additionally, we are unable to predict how states will regulate DCEs and our participation in the Direct Contracting Model. For example, certain states in which we operate may require DCEs to obtain specific

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licensure to participate in the Direct Contracting Model and assume risk directly from CMS, which may require us to maintain certain levels of tangible net equity, meet working capital requirements, or expend significant resources on operational development. There likely will continue to be regulatory proposals directed at containing or lowering the cost of healthcare that, if adopted, could have a material adverse effect on our business, financial condition, cash flows and results of operations, including with respect to our contractual relationships with providers and payors.

We, as well as our physician partners and affiliates, have in the past, and could in the future, be subject to federal and state investigations, audits and enforcement actions.

Expansion of federal, state and payor enforcement activity could adversely affect our business, financial condition, cash flows and results of operations. Due to our payors’ participation in government and private healthcare programs, we are from time to time involved in inquiries, reviews, audits and investigations by governmental agencies and private payors of our business practices, including assessments of our compliance with coding, billing and documentation requirements and compliance with rules governing delegation of insurance functions, ranging from claims management to utilization review. In this regard, both federal and state government agencies have active civil and criminal enforcement efforts against healthcare companies and their executives and managers. These investigations could also be initiated by private whistleblowers.

Responding to audit and investigative activities can be costly and disruptive to our business, even when the allegations are without merit. If we are subject to an audit or investigation, a finding could be made that we have violated relevant state or federal legal standards in our operations or in how we have structured our arrangements and relationships or that we or our affiliates have erroneously billed or were incorrectly reimbursed. At the conclusion of such audits or investigations, we may be required to repay such agencies or payors, and may be subjected to pre-payment reviews, which can be time-consuming and result in non-payment or delayed payments for the services we or our affiliates provide. We may also be subject to financial sanctions or required to modify our operations.

Investigations, audits or enforcement actions with respect to our physician partners could have an adverse effect on us. We do not directly employ or control our physician partners, and accordingly any adverse effects on us regarding such government activities are outside our control and are uncertain and unpredictable.

We have in the past, and may in the future, be subject to regulatory inquiries and CAPs imposed by our payors.

We have in the past been, and may in the future be, subject to regulatory inquiries and corrective action plans (“CAPs”) imposed by our payors, and the status of certain state regulatory and payor inquiries is uncertain. For example, in February 2018, our subsidiary, PPMC, self-disclosed to the California Department of Managed Health Care (“DMHC”), the California Department of Health Care Services, and our affected payors certain noncompliant practices in our claims and utilization management. We submitted an interim report on May 17, 2018 and coordinated with the DMHC and certain of our payors to remediate noncompliant claims and utilization management practices and implement improvements through various CAPs. On December 17, 2019, we completed substantial remediation of all known deficiencies identified by the DMHC’s audit findings. In February 2021, we divested all of our California operations. On March 9, 2021, we received a set of investigative interrogatories from the DMHC pursuant to its investigation of conduct and matters described in our interim report. The interrogatories seek information concerning certain claims data and authorizations denied due to lack of medical necessity, including information regarding the health plans affected thereby. We are cooperating with the DMHC to provide all requested information. While we have divested all of our California operations as of February 2021, we retain certain liabilities stemming therefrom. Any adverse review, audit or investigation could result in, among other things: refunding of amounts we have been paid pursuant to our contracts; or the imposition of fines, penalties and other sanctions on us, or certain of our payors. We are unable to predict the potential dollar value of recoupments or fines, penalties or other sanctions that may be imposed on us related to

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the DMHC’s audit findings, if any. Additionally, while our payors have not to date sought indemnification for penalties, if any, related to DMHC’s audit findings, we are unable to predict the potential dollar value of claims or demands that could be asserted in the future, if any.

Further, we may be audited by payors and regulatory bodies, and we have been required to engage in and respond to payor corrective action plans and regulatory inquiries in the past. In some cases, payors and regulatory bodies have required us to contribute a material amount of risk-bearing capital to our local operating subsidiaries in the form of letters of credit or restricted deposits, and we expect that payors and regulatory bodies will continue to require us to contribute risk-bearing capital going forward. As of December 31, 2020, risk-bearing capital required across our geographies and payors totaled $38.8 million. There is also a risk that such amounts may be increased in the future as a result of regulatory changes, changes in performance by our local operating subsidiaries and physician partners and expansion of our business.

Repayment obligations arising out of payor audits, such as CMS RADV audits, can be significant and adversely impact reimbursement rates.

Our payors are subject to audit by government health plans, including, but not limited to, CMS, in connection with the MA program. CMS and the HHS Office of Inspector General perform RADV audits, which can result in the recovery of payments from managed care organizations if errors are identified and influence the calculation of premium payments by CMS to MA plans. In addition, certain of our payor contracts incorporate language that enables payors to recoup funding from us in the event that CMS requires payment under an RADV audit. As a result of such audits and contracts, our payors may demand recoupments or adjustments from us, bring recovery proceedings against us, require us to submit and implement corrective action plans, or terminate agreements with our physician partners. The results of RADV audits could also adversely impact the compensation we receive from payors, which could have a material adverse effect on our revenue. Disclosure of any adverse audit results could also negatively affect our reputation and make it more difficult to attract members, physician partners and payors.

CMS may modify the methodology utilized to determine revenue associated with MA members, including but not limited to the CMS Risk Adjustment Processing System for calculating risk adjustment factors, which could adversely impact us.

Changes to how CMS calculates revenues associated with MA members, as well as members’ risk adjustment factors under the MA program, could adversely impact our revenues or understate risk adjustment factors for our members, causing us to be underpaid relative to expenses incurred, especially for members with severe or chronic medical conditions. CMS is currently phasing in the process of calculating risk adjustment factors using diagnosis data from the Encounter Data System (“EDS”) rather than using diagnosis data from the CMS Risk Adjustment Processing System (“RAPS”). The RAPS process requires MA plans to apply a filter logic based on CMS guidelines and only submit diagnoses that satisfy those guidelines. Conversely, the EDS process requires MA plans to submit all encounter data, and CMS will apply the risk adjustment filtering logic to determine the risk adjustment factors. For 2020 and 2019, respectively, 50% and 25% of our MA members’ risk adjustment factor was calculated from claims data submitted through EDS. In 2021, CMS increased that percentage to 75%. The phase-in from RAPS to EDS could result in different risk adjustment factors from each dataset as a result of plan processing issues, CMS processing issues and filtering logic differences between RAPS and EDS. Such changes in risk adjustment factors could have a material adverse effect on our business, financial condition, cash flows and results of operations.

CMS may annually adjust other components of the methodology utilized to determine revenues associated with MA members, including but not limited to the fee for service normalization factor, coding intensity adjustment or corridors utilized to determine calculations contributing to rebate amounts or STAR ratings. Such revisions could result in a reduction of our revenues.

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Negative publicity regarding the managed healthcare industry generally could adversely affect our results of operations or business.

Negative publicity regarding the managed healthcare industry generally, or the MA program in particular, may result in increased regulation and legislative review of industry practices that further increase our costs of doing business and adversely affect our results of operations or business by:

• requiring us to change our platform and services;

• increasing the regulatory, including compliance, burdens under which we operate, which, in turn, may negatively impact the manner in which we provide services and increase our costs;

• adversely affecting our ability to market our services through the imposition of further regulatory restrictions regarding the manner in which plans market to MA enrollees; or

• adversely affecting our ability to attract and retain physician partners and have patients attributed to those physician partners.

Legal and Regulatory Risks

The healthcare industry is intensely regulated at the federal, state and local levels and government authorities may determine that we fail to comply with applicable laws or regulations and take actions against us.

As a company involved in the healthcare industry with substantially all of our revenue derived from government programs, our business activities are subject to substantial governmental regulation. There are significant costs involved in complying with these laws and regulations. If we are found to have violated any applicable laws or regulations, we could be subject to civil or criminal damages, fines, sanctions or penalties, including exclusion from participation in government healthcare programs, such as Medicare, and we may be required to change our method of operations and business strategy. These consequences could be the result of our current conduct or even conduct that occurred a number of years ago, including prior to the acquisition of our subsidiary, PPMC, and prior to existing physician partners joining our network. We have in the past incurred, and may in the future incur, significant costs to defend ourselves if we become the subject of an investigation or legal proceeding alleging a violation of these laws and regulations. A federal, state or local government could determine that we are not operating in accordance with the law, or whether, when or how the laws, or the interpretation thereof, will change in the future and impact our business, financial condition, cash flows and results of operations.

In addition, some of the governmental and regulatory bodies that regulate us may consider enhanced or new regulatory requirements or may seek to exercise their supervisory or enforcement authority in new or more robust ways. Any of these possibilities, if they occur, could adversely affect us.

Our operations are subject to extensive federal, state and local government laws and regulations, such as:

• Federal and state laws, and related regulations, including the False Claims Act and the Civil Monetary Penalties Law (“CMPL”), which impose civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment, or knowingly make, or cause to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits, and impose civil monetary penalties on entities that fail to disclose and repay known overpayments;

• Federal and state anti-kickback laws, and related regulations, which generally prohibit transactions intended to induce or reward referrals for items or services reimbursable by a federal healthcare program;

• Federal and state physician self-referral prohibition statutes, and related regulations, which generally prohibit physicians from referring a patient to an entity providing designated health services (“DHS”) if the physician (or his/her immediate family member) has a financial relationship with that entity;

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• Provisions of, and regulations enacted pursuant to, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”) and the American Recovery and Reinvestment Act of 2009, as well as similar or more stringent state laws, regarding the collection, use and disclosure of health information;

• Federal laws and regulations that require providers to enroll in the Medicare program before submitting any claims for services, to promptly report certain changes in operations to the agencies that administer these programs, and to re-enroll in these programs when changes in direct or indirect ownership occur or in response to revalidation requests from Medicare;

• Federal and state laws that govern managed care organizations, such as our payors, and downstream contracted entities, such as our RBEs, including laws governing timely payment of claims, quality assurance, utilization review, credentialing, financial solvency, downstream transfers of risk and payor-provider contractual relationships;

• State laws that govern the activities of third-party administrators and utilization review agents; and

• State laws that prohibit general business entities from practicing medicine, controlling physicians’ medical decisions or engaging in certain practices, such as splitting fees with physicians.

These and other healthcare laws and regulations that may affect us are further described in “Business—Healthcare and Other Applicable Regulatory Matters.”

The laws and regulations applicable to our business are complex, changing and often subject to varying interpretations. As a result, we may not be able to adhere to all applicable laws and regulations. Any violation or alleged violation of any of these laws or regulations by us or our affiliates, or our physician partners or payors, could have a material adverse effect on our business, financial condition, cash flows and results of operations. We have been and may be a party to various lawsuits, demands, claims, qui tam suits, government investigations and audits, of which any could result in, among other things, substantial financial penalties or awards against us, reputational harm, termination of relationships or contracts related to our business, mandated refunds, substantial payments made by us, required changes to our business practices, exclusion from future participation in Medicare and other healthcare programs and possible criminal penalties.

If we are found in violation of applicable laws or regulations, we could suffer severe consequences that would have a material adverse effect on our business, results of operations, financial condition, cash flows, reputation and stock price, including:

• suspension or termination of our participation in federal healthcare programs;

• criminal or civil liability, fines, damages or monetary penalties for violations of healthcare fraud and abuse laws, including the federal False Claims Act, CMPL, Anti-Kickback Statute and Stark Law;

• enforcement actions by governmental agencies or claims for monetary damages by patients under federal or state patient privacy laws, including HIPAA;

• repayment of amounts received in violation of law or applicable payment program requirements, and related monetary penalties;

• mandated changes to our practices or procedures that materially increase operating expenses;

• imposition of corporate integrity agreements that could subject us to ongoing audits and reporting requirements as well as increased scrutiny of our billing and business practices;

• termination of various relationships or contracts related to our business; and

• harm to our reputation which could negatively affect our business relationships, decrease our ability to attract or retain patients and physicians, decrease access to new business opportunities and impact our ability to obtain financing, among other things.

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Responding to lawsuits and other proceedings as well as defending ourselves in such matters will continue to require management’s attention and cause us to incur significant legal expense. It is also possible that criminal proceedings may be initiated against us or individuals in our business in connection with investigations by the federal government.

We rely on our physician partners to comply with certain laws or regulations, including licensure and certification requirements to provide healthcare services, operate facilities or administer pharmaceuticals in the states in which we conduct business, and billing and coding compliance with respect to the provision of services. Although we provide some high-level training, and, if needed, supplemented clinical or coding staff as appropriate, to ensure that all health conditions are assessed and sufficiently documented by our physician partners and network providers, and we perform audits on this process, we do not as a general matter supervise or control our physician partners or network providers; accordingly any adverse effects on us regarding their noncompliance are uncertain and unpredictable.

The healthcare industry is subject to antitrust scrutiny, and if it is found that we violate antitrust laws, we could be subject to enforcement actions that could have a material adverse effect on our business, financial condition, cash flows and results of operations.

The healthcare industry is subject to antitrust scrutiny. The federal government and most states have enacted antitrust laws that prohibit certain types of conduct deemed to be anti-competitive. The Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (“DOJ”) and state Attorneys General actively review and, in some cases, take enforcement action against business conduct and acquisitions in the healthcare industry. Private parties harmed by alleged anti-competitive conduct can also bring antitrust suits. Violations of antitrust laws may be punishable by substantial penalties, including significant monetary fines and treble damages, civil penalties, criminal sanctions and consent decrees and injunctions prohibiting certain activities or requiring divestiture or discontinuance of business operations. If antitrust enforcement authorities conclude that we violate any antitrust laws, we could be subject to enforcement actions that could have a material adverse effect on our business, financial condition, cash flows and results of operations.

If we are unable to effectively adapt to changes in the healthcare industry, including changes to laws and regulations regarding or affecting the U.S. healthcare reform, our business may be harmed.

Due to the importance of the healthcare industry in the lives of all Americans, federal, state and local legislative bodies frequently pass legislation and promulgate regulations relating to healthcare reform or that affect the healthcare industry. As has been the trend in recent years, it is reasonable to assume that there will continue to be increased government oversight and regulation of the healthcare industry in the future. We cannot predict the ultimate content, timing or effect of any new healthcare legislation or regulations, nor is it possible at this time to estimate the impact of potential new legislation or regulations on our business. It is possible that future legislation enacted by Congress or state legislatures, or regulations promulgated by regulatory authorities at the federal or state level, could adversely affect our business or could change the operating environment of our primary care centers. It is also possible that the changes to federal healthcare program reimbursements may serve as precedent to possible changes in other payors’ reimbursement policies in a manner adverse to us. Similarly, changes in private payor reimbursements could lead to adverse changes in federal healthcare programs, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

There can be no assurance that we will be able to successfully address changes in the current regulatory environment. Some of the healthcare laws and regulations applicable to us are subject to limited or evolving interpretations, and a review of our business or operations by a court, law enforcement or a regulatory authority might result in a determination that could have a material adverse effect on us. Furthermore, the healthcare laws and regulations applicable to us may be amended or interpreted in a manner that could have a material adverse effect on our business, financial condition, cash flows and results of operations.

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If our physician alignment strategies with our physician partners—including the formation of risk and shared savings pools, making downstream payments and joint venture arrangements—are not in compliance with the state and federal fraud and abuse laws, including physician incentive plan laws and regulations, we could be subject to penalties.

A central component of our clinical and operational strategy is to encourage alignment with our physician partners so as to incentivize them to (i) increase the quality of care while appropriately managing overall costs and (ii) participate in various care management and care coordination programs. Such alignment is often achieved through the design of risk or other incentive pools, with gating quality metrics that participating physicians must first satisfy before being allowed to share in cost savings. In other instances, we may support the delivery of care through a number of means, such as the provision of additional capital to improve and enhance the delivery of quality of care and improve access to quality care or by entering into a joint venture with a physician partner and other healthcare entities.

All such arrangements can implicate, and must be structured to be in compliance with, all applicable federal and state fraud and abuse laws including the federal Anti-Kickback Statute and the Stark Law. See “Business—Healthcare and Other Applicable Regulatory Matters—Federal and State Anti-Kickback Statutes” and “Business—Healthcare and Other Applicable Regulatory Matters—Stark Law.”

The laws and regulations, however, are complex, and we may not be successful in structuring our arrangements in compliance with them. Should government regulatory or enforcement authorities find any arrangement to be out of compliance with such laws or regulations, then criminal, civil and administrative penalties could be imposed on us or on our physician partners and affiliated entities.

In addition, all such arrangements can implicate, and must be structured in compliance with, state and federal laws and regulations that prohibit payors and their downstream entities from linking physician incentives to reducing or limiting necessary medical services to patients. Violation of such laws or regulations can subject payors to significant civil monetary penalties, as well as possible sanctions, such as suspension of the payor’s enrollment of patients, suspension of communication activities to potential patients and exclusion from government healthcare programs. Our failure to comply with these laws could cause us to be in breach of our agreements with payors, which could lead to significant financial penalties or termination of our contracts with payors, all of which could materially and adversely affect our business, financial condition, cash flows and results of operations.

Our business development and member engagement activities may implicate laws and regulations regarding marketing, beneficiary inducements, telemarketing and use of protected health information.

Medicare product marketing and sales activities are regulated by CMS and the states in which we operate. Medicare Managed Care marketing requirements are outlined in the Medicare Marketing Guidelines, a sub-regulatory guidance document updated annually. CMS has oversight over all MA marketing materials and outreach activities. To maintain appropriate beneficiary safeguards while not impeding the physician-patient relationship, the Medicare Marketing Guidelines set forth acceptable activities in the healthcare setting. For example, payors may not allow contracted physicians to accept/collect scope of appointment forms, but may allow contracted physicians to make available communication materials regarding MA plans in areas where care is being delivered. Similarly, state laws governing managed care organizations also address allowable marketing and enrollee communication practices.

Marketing and outreach activities undertaken in the healthcare industry—whether undertaken by or on behalf of providers and payors—are subject to a complex web of laws and regulations designed to prevent fraud and abuse. See “Business—Healthcare and Other Applicable Regulatory Matters—Federal and State Anti-Kickback Statutes” and “Business—Healthcare and Other Applicable Regulatory Matters—Civil Monetary Penalties Statute.” Our physician partners and the payors with which we contract risk running afoul of applicable

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state and federal fraud and abuse laws—including the Anti-Kickback Statute and CMPL—and laws governing marketing and member outreach (e.g., the Medicare Marketing Guidelines). Failure to comply with such laws can lead to severe penalties, including sanctions, fees, civil monetary penalties, imprisonment and exclusion from participation in federal healthcare programs. The imposition of such penalties against our physician partners or the payors with which we contract, could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Our business development and member engagement activities may implicate the federal Telephone Consumer Protection Act (“TCPA”), related Federal Communication Commission (“FCC”) orders and analogous state laws which impose significant restrictions on the ability to utilize telephone calls and text messages to mobile telephone numbers as a means of communication, when the prior consent of the person being contacted has not been obtained. See “Business—Healthcare and Other Applicable Regulatory Matters—Consumer Protection Laws.” A determination that we, one of our affiliates, one of our vendors or one of our physician partners violated the TCPA or other communications-based statutes could expose us to significant damage awards that could, individually or in the aggregate, materially harm our business, financial condition, cash flows and results of operations.

Certain failures by our physician partners to comply with these laws could have an adverse effect on us. We do not directly employ or control our physician partners, and accordingly any adverse effects on us regarding their noncompliance are uncertain and unpredictable.

These activities also implicate privacy laws, such as HIPAA and analogous state laws, which limit how we and our affiliates can use an individual’s protected health information in connection with marketing activities and member outreach activities. A violation of such laws could subject us to significant penalties.

Our physician partners are subject to federal and state healthcare fraud and abuse laws and regulations.

Our physician partners are subject to various federal and state laws pertaining to healthcare fraud and abuse, including, among others, the federal Anti-Kickback Statute, Stark Law and False Claims Act and analogous state laws. See “Business—Healthcare and Other Applicable Regulatory Matters.” Violations of these laws can occur under many different circumstances, including, for example, if a physician partner is engaging in prohibited financial and referral relationships with other physicians or providers; is improperly documenting and coding for services; is making prohibited internal referrals for certain services covered by the Stark Law or analogous state laws or is providing benefits to induce patients to self-refer. Depending on the circumstances, violations of these laws can be punishable by criminal and civil sanctions, including exclusion from participation in federal and state healthcare programs. Should government authorities find that our physician partners have violated applicable law or regulations, our physician partners could be subject to criminal and civil penalties that could adversely affect our reputation and have a material adverse effect on our business, financial condition, cash flows and results of operations.

In addition, our physician partners are subject to federal, state and local licensing regulations relating to, among other things, professional credentialing, the ability to practice medicine, professional ethics and prescribing medication and controlled substances. See “Business—Healthcare and Other Applicable Regulatory Matters—Other Laws and Regulations.” If our physician partners fail to obtain and maintain all necessary licenses, certifications, accreditations and other approvals and operate in compliance with applicable healthcare and other laws, their ability to provide medical services to members would be impaired.

Given our reliance on anchor physician practices in some geographies, such noncompliance could materially and adversely affect our business, financial condition, cash flows and results of operations. We do not directly employ or control our physician partners, and accordingly any adverse effects on us regarding their noncompliance with laws and regulations are uncertain and unpredictable.

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Our use, disclosure and processing of protected health information is subject to HIPAA and state patient confidentiality laws, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, cause a material adverse effect on our members and revenue.

Numerous state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability, integrity and other processing of PHI and, more broadly, personally identifiable information whether or not related to healthcare. These laws and regulations include HIPAA, as amended by the HITECH Act. HIPAA establishes a set of national privacy and security standards for the protection of PHI by health plans, healthcare clearinghouses and certain healthcare providers, referred to as covered entities, and the business associates with which such covered entities contract for services. Components of our business are considered “covered entities” under HIPAA and others are considered “business associates” of our healthcare partners and payors.

HIPAA requires covered entities and business associates to develop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative, physical and technical safeguards to protect such information. HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims.

In addition to federal regulations issued under HIPAA, some states have enacted their own data privacy and security statutes or regulations that govern the use and disclosure of a person’s health information or records. Such state laws, if more stringent than HIPAA requirements, are not preempted by the federal requirements, and we are required to comply with them. See “Business—Healthcare and Other Applicable Regulatory Matters—Federal and State Privacy and Security Requirements.” These and other laws and regulations affecting data security and data privacy are often uncertain, contradictory and subject to changing interpretations, and we expect new laws, rules and regulations regarding data privacy and information security to be proposed and enacted in the future. This complex, dynamic legal landscape creates significant compliance issues and potentially exposes us to expense, adverse publicity and liability. The regulatory framework for data privacy and security issues worldwide is evolving and is likely to remain in flux for the foreseeable future, so it is unclear how regulatory changes could impact our business or the costs of compliance, though the impacts and costs seem likely to increase. The general legal trend in the data privacy and security area is toward the broader adoption of more stringent laws and toward more aggressive enforcement.

The data privacy and security measures we have implemented may not adequately protect us from the risks associated with the storage and transmission of customer information and PHI. The security measures that we, and our third-party vendors and subcontractors, have in place to promote compliance with data privacy and data security laws may not protect our facilities and systems from data security breaches, acts of vandalism or theft, computer viruses, misplaced or lost data, programming and human errors, or other similar events. In the event that new data security laws are implemented, we may not be able to timely comply with such requirements, or such requirements may not be compatible with our current safeguards. Changing our safeguards could be time-consuming and expensive, and failure to timely implement required changes could subject us to liability for non-compliance. Under HIPAA, certain of our entities are directly liable for any data privacy and data security breaches that occur in our capacity as a covered entity. Under the HITECH Act, as business associates, our RBEs may also be liable under certain circumstances for data privacy and data security breaches and failures of our subcontractors. We from time to time experience security and privacy issues that require assessment of our duties and obligations under HIPAA, and we cannot guarantee that we will not face security or privacy breaches in the future. Additionally, the investigation and remediation of privacy breaches may result in additional material direct or indirect costs.

We incur substantial costs related to ordinary-course compliance with HIPAA and the HITECH Act. Such compliance could also require us to change our practices in a manner adverse to our business. Failure to comply

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with any applicable standards regarding patient privacy, or data privacy and data security more generally, may subject us to penalties, including significant civil monetary penalties and, in some circumstances, criminal penalties. In addition, any such failures may injure our reputation and adversely affect our ability to retain customers and attract new customers. Even an unsuccessful challenge by regulatory authorities could result in adverse publicity and could require a costly response. Any of the foregoing consequences could have a material adverse impact on our business, financial condition, cash flows and results of operations.

Certain failures or non-compliance by our physician partners under these laws could result in their being required as covered entities to report to governmental authorities and patients, implement expensive corrections and pay civil penalties. To the extent the physician partners’ non-compliance impacts members who are attributed to our RBEs (e.g., through the loss of protected patient information), or otherwise implicates our data processing or billing operations, we could suffer reputational harm or a material adverse effect on our business, financial condition, cash flows and results of operations.

Failure to obtain or maintain an insurance license, a certificate of authority or an equivalent authorization allowing our participation in downstream risk-sharing arrangements with payors could subject us to significant penalties and adversely impact our operations.

Regulation of downstream risk-sharing arrangements, including, but not limited to, global risk and other value-based arrangements, varies significantly from state to state. See “Business—Healthcare and Other Applicable Regulatory Matters—Federal and State Insurance and Managed Care Laws.” We therefore expect significant uncertainty regarding whether our operations fall within the scope of certain laws or regulations.

If a state in which we currently operate, or a new geography, views our participation in risk-sharing arrangements as the assumption of insurance risk, the arrangement may fall within the purview of state insurance or managed care laws. If so, in connection with our continued operations or our expansion into new geographies, we may be required to obtain a state insurance or managed care license (or some other type of registration) and comply with the state’s insurance or managed care laws and regulations. Such laws and regulations may subject us to significant oversight by state regulators in the form of periodic reporting and audits, required financial reserves and refraining from taking certain actions without prior regulatory approval. The majority of states do not explicitly address whether and in what manner the state regulates the transfer of risk by a payor to a downstream entity, and in such states, regulators may nonetheless interpret statutes and regulations to regulate such activity. If downstream risk-sharing arrangements are not regulated directly in a particular state, the state regulatory agency may nonetheless require oversight by the licensed payor as the party to such a downstream risk-sharing arrangement. Such oversight is accomplished via contract and may include the imposition of reserve requirements and reporting obligations. Failure to comply with these direct and indirect oversight laws can result in significant monetary penalties, administrative fines, fraud or misrepresentation charges, denial of future insurer applications or loss of membership or suspension of membership growth.

Laws regulating the corporate practice of medicine could restrict the manner in which we are permitted to conduct our business, and the failure to comply with such laws, or any changes to such laws or regulations or similar laws or regulations could subject us to penalties and restructuring, or have a material adverse effect on our consolidation of the accounts of our majority-owned subsidiaries.

Some of the states in which we operate limit the practice of medicine to licensed individuals or professional organizations comprising licensed individuals, and lay business corporations generally may not exercise control over the medical decisions of physicians. Certain state regulatory bodies have taken the position that an arrangement that confers too much control over a physician practice to a lay entity may violate the corporate practice of medicine doctrine. See “Business—Healthcare and Other Applicable Regulatory Matters—Corporate Practice of Medicine.” A violation of the corporate practice of medicine doctrine constitutes the unlawful practice of medicine, which is subject to fines and other legal consequences. Penalties for violating fee-splitting statutes or regulations may include medical license revocation, suspension, probation or other disciplinary actions.

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It is possible that a state regulatory agency or a court could determine that under applicable rules governing the corporate practice of medicine, we are violating the corporate practice of medicine doctrine or that our arrangements constitute unlawful fee splitting. As a result, our arrangements could be deemed invalid, potentially resulting in a loss of revenues and an adverse effect on results of operations derived from such arrangements. We could be subject to civil or other legal consequences, and our agreements and the accompanying governance structures and arrangements could be found legally unenforceable (in whole or in part). Such a determination could force a restructuring of the arrangements with our RBEs and physician partners. Such a restructuring may not be feasible or may not be accomplished within a reasonable time frame or on reasonable terms, any of which could have a material adverse effect on our business, financial condition, cash flows and results of operations. We have been the subject of regulatory inquiries regarding our compliance with the corporate practice of medicine doctrine, and we cannot guarantee that we will not be subject to such inquiries in the future.

Further, our financial statements are consolidated in accordance with applicable accounting standards and include the accounts of our majority-owned subsidiaries, including RBEs, classified as variable interest entities. Such consolidation for accounting or tax purposes does not, is not intended to, and should not be deemed to, imply or provide us any control over the medical or clinical affairs of such practices. In the event of a change in accounting standards promulgated by the Financial Accounting Standards Board (“FASB”) or in interpretation of its standards, or if there is an adverse determination by a regulatory agency or a court, or a change in state or federal law relating to the ability to maintain such agreements or arrangements, we may not be permitted to continue to consolidate the revenues, expenses, assets and liabilities of our majority-owned subsidiaries classified as variable interest entities, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

If we or our physician partners inadvertently employ or contract with an excluded person, we may face government sanctions.

Individuals and entities can be excluded from participating in the Medicare program for violating certain laws and regulations, or for other reasons such as the loss of a license in any state, even if the person retains other licensure. This means that the excluded person or entity is prohibited from receiving payments for such person’s or entity’s services rendered to Medicare or MA beneficiaries, and if the excluded person is a physician, all services ordered (not just provided) by such physician are also non-covered and non-payable. Entities that employ or contract with excluded individuals are prohibited from billing the Medicare program for the excluded individual’s services and are subject to civil penalties if they do. We might inadvertently contract or do business with an excluded person or entity, such as a physician partner, contracted or employed physician, or any other contracted party, or with an excluded person which could become excluded in the future without our knowledge. If this occurs, we or our physician partnerships may be subject to substantial repayments and civil penalties. Physician partners are also expected to comply with these requirements. We do not directly control our physician partners, and accordingly any adverse effects on us regarding their noncompliance with these laws are uncertain and unpredictable.

We may face lawsuits not covered by insurance and related expenses may be material. Our failure to avoid, defend and accrue for claims and litigation could negatively impact our business, financial condition, cash flows and results of operations.

We are exposed to, and may become involved in, various litigation matters arising out of our business, including from time to time, actual or threatened lawsuits. Lawsuits for tort liabilities associated with managed care activities that we conduct in our managed care business are common in the healthcare industry. Common liability exposures we face include performance of utilization review, performance of credentialing and peer review, provider network contracting determinations, and vicarious liability for the conduct of affiliated providers. Liability exposures in the managed care industry in which we operate vary greatly by state. The status of tort reform, availability of non-economic damages or the presence or absence of other statutes, such as elder abuse or vulnerable adult statutes, influence the incidence and severity of managed care litigation. We may also

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be subject to other types of lawsuits, inquiries, audits, investigations or other proceedings, such as those initiated by our competitors, stockholders, employees, service providers, contractors or by government agencies, including when we terminate relationships with them, which could involve large claims and significant defense costs. Furthermore, lawsuits for tort liabilities arising out of business activities, including the acquisition of other businesses or physician groups, also are common. Common liability exposures we face include interference with contract, interference with prospective economic advantage, violation of the Voidable Transactions Act, successor liability, and antitrust and unfair competition.

The results of any such lawsuits, inquiries, audits, investigations or other proceedings cannot be predicted, and determining reserves for pending litigation or other matters requires significant judgment. Further, the defense of litigation, including fees of legal counsel, expert witnesses and related costs, is expensive and difficult to forecast accurately. Such costs may be unrecoverable even if we ultimately prevail in litigation, and could consume a significant portion of our limited capital resources. To defend lawsuits or participate in other proceedings, it may also be necessary for us to divert officers and other employees from our normal business functions to gather evidence, give testimony and otherwise support litigation efforts. If any such proceeding is not resolved in our favor, we could face material judgments or awards against us. An unfavorable resolution of one or more of the proceedings in which we are involved now or in the future could have a material adverse effect on our business, financial condition, cash flows and results of operations. We may also in the future find it necessary to file lawsuits to recover damages or protect our interests. The cost of such litigation could also be significant and unrecoverable, which could also deter us from aggressively pursuing even legitimate claims. All of our physician partners are required to carry medical malpractice insurance. We also currently maintain managed care errors and omissions insurance. We cannot be certain that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us, our affiliated professional organizations or our affiliated physicians. Liabilities incurred by us or our affiliates in excess of our insurance coverage, including coverage for professional liability and other claims, could have a material adverse effect on our business, financial condition, cash flows and results of operations. Our insurance coverages generally must be renewed annually and may not continue to be available to us in future years at acceptable costs and on favorable terms, which could increase our exposure to litigation. Further, such coverage typically has substantial deductibles for which we would be responsible.

Risks Related to Our Indebtedness

We have substantial indebtedness and may incur additional indebtedness, which could adversely affect our financial health and our ability to obtain financing in the future, react to changes in our business or satisfy our obligations.

As of December 31, 2020 we, through our wholly-owned subsidiary agilon health management, inc., had approximately $68.6 million of total long-term consolidated indebtedness outstanding under our secured credit agreement, dated as of July 1, 2016 (as amended from time to time, the “Secured Credit Agreement”) governing the term loan and revolving credit facility (the “Secured Credit Facility”), and our unsecured credit agreement, dated as of December 22, 2017 (the “Unsecured Credit Agreement”), governing our unsecured term loan facility (the “Unsecured Term Loan Facility” and, together with the Secured Credit Facility, the “Credit Facilities”). As of such date, we also had $41.5 million of additional borrowings available under our revolving credit facility after taking into account $18.5 million of letters of credit outstanding. On February 18, 2021, we, through our wholly-owned subsidiary agilon health management, inc., entered into the 2021 Secured Credit Agreement to refinance our outstanding indebtedness under the Credit Facilities, consisting of (i) a senior secured term loan facility in an aggregate principal amount of $100.0 million and (ii) a senior secured revolving credit facility in an aggregate principal amount of $100.0 million. See “Description of Certain Indebtedness.” In addition, we may incur additional indebtedness in the future, subject to the limitations contained in the agreements governing our indebtedness. Our substantial indebtedness could have important consequences to you. Because of our substantial indebtedness:

• our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements, pay dividends and make other distributions or to purchase, redeem or retire

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capital stock or for general corporate purposes and our ability to satisfy our obligations with respect to our indebtedness may be impaired in the future;

• a large portion of our cash flow from operations must be dedicated to the payment of principal and interest on our indebtedness, thereby reducing the funds available to us for other purposes;

• we are exposed to the risk of increased interest rates because a significant portion of our borrowings are at variable rates of interest;

• it may be more difficult for us to satisfy our obligations to our creditors, resulting in possible defaults on, and acceleration of, such indebtedness;

• we may be more vulnerable to general adverse economic and industry conditions;

• we may be at a competitive disadvantage compared to our competitors with proportionately less indebtedness or with comparable indebtedness on more favorable terms and, as a result, they may be better positioned to withstand economic downturns;

• our ability to refinance indebtedness may be limited or the associated costs may increase;

• our flexibility to adjust to changing market conditions and ability to withstand competitive pressures could be limited;

• our ability to pay dividends and make other distributions or to purchase, redeem or retire capital stock may be limited; and

• we may be prevented from carrying out capital spending and restructurings that are necessary or important to our growth strategy and efforts to improve our operating margins.

Despite our indebtedness levels, we and our subsidiaries may incur substantially more indebtedness, which could increase the risks created by our indebtedness.

We and our subsidiaries may incur substantial additional indebtedness in the future. The terms of the credit agreement, dated as of February 18, 2021 (the “2021 Credit Agreement”) governing our term loan and revolving credit facility (as amended by the First Amendment to Credit Agreement, dated as of March 1, 2021, the “2021 Secured Credit Facilities”) by and among agilon health management, inc., Agilon Health Intermediate Holdings, Inc. (“Intermediate Holdings”), the Lenders party thereto, the Issuers party thereto (each as defined therein), JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and JPMorgan Chase Bank, N.A. Bank of America, N.A., Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Nomura Securities International Inc., as joint lead arrangers and joint bookrunners does not fully prohibit our subsidiaries from incurring additional debt. If our subsidiaries are in compliance with certain coverage ratios set forth in the agreements governing the 2021 Secured Credit Facilities, they may be able to incur substantial additional indebtedness, which could increase the risks created by our current indebtedness. In addition, subject to certain conditions and without the consent of the then-existing lenders, the loans under the 2021 Secured Credit Facilities may be expanded (or new term loan facilities, revolving credit facilities or letter of credit facilities added) by up to $50.0 million plus an additional amount equal to the aggregate amount of certain prepayments, repayments and redemptions of term loans and/or permanent reduction in the revolving credit facilities.

Increases in interest rates would increase the cost of servicing our indebtedness and could reduce our profitability.

A significant portion of our outstanding indebtedness bears interest at variable rates, including $48.6 million of outstanding borrowings and $41.5 million of additional borrowings available under our Secured Credit Facility after taking into account $18.5 million of letters of credit outstanding, as of December 31, 2020. As adjusted for the entry into the 2021 Credit Facilities, $100.0 million of outstanding borrowings and $81.5 million of additional borrowings available under the 2021 Credit Facilities bear interest at variable rates, after taking into

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account $18.5 million of letters of credit outstanding as of February 18, 2021. As a result, increases in interest rates would increase the cost of servicing our indebtedness and could materially and adversely affect our business, financial condition, cash flows and results of operations. As of December 31, 2020, assuming the London Interbank Offered Rate (“LIBOR”) exceeded 1.00%, each one percentage point change in interest rates would have resulted in a change of approximately $0.5 million in the annual interest expense on our Secured Credit Facility. As of December 31, 2020, assuming availability was fully utilized, each one percentage point change in interest rates would have resulted in a change of approximately $1.1 million in annual interest expense on the Secured Credit Facility. The impact of increases in interest rates could be more significant for us than it would be for some other companies because of our indebtedness, thereby affecting our profitability.

Furthermore, uncertainty about the continuing availability of LIBOR may adversely affect our business, financial condition, cash flows and results of operations. On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that after December 31, 2021, it would no longer compel banks to submit the rates required to calculate LIBOR. On March 5, 2021, the current administrator of LIBOR, ICE Benchmark Administration, announced that it would cease publication of certain tenors of U.S. dollar LIBOR on June 30, 2023. With this announcement, there is uncertainty about the continued availability of LIBOR after 2021 or, in certain circumstances, 2023. If LIBOR ceases to be available or the methods of calculating LIBOR change from the current methods, financial products with interest rates tied to LIBOR may be adversely affected. Even if LIBOR remains available, it is uncertain whether it will continue to be viewed as an acceptable market benchmark, what rate or rates may become accepted alternatives to LIBOR or what the effect of any such changes in views or alternatives may be on the markets for LIBOR-indexed financial instruments. As of December 31, 2020, adjusted to reflect the entry into the 2021 Secured Credit Facilities, all of our aggregate consolidated indebtedness was indexed to LIBOR. If any of the foregoing were to occur, the interest rates on such indebtedness may be adversely affected.

The agreements and instruments governing our indebtedness contain restrictions and limitations that could significantly impact our ability to operate our business.

Our 2021 Secured Credit Facilities contain covenants that, among other things, restrict the ability of agilon management and its subsidiaries to:

• incur additional indebtedness and create liens;

• pay dividends and make other distributions or to purchase, redeem or retire capital stock;

• purchase, redeem or retire certain junior indebtedness;

• make loans and investments;

• enter into agreements that limit agilon management’s or its subsidiaries’ ability to pledge assets or to make distributions or loans to us or transfer assets to us;

• sell assets;

• enter into certain types of transactions with affiliates;

• consolidate, merge or sell substantially all assets;

• make voluntary payments or modifications of junior indebtedness; and

• enter into lines of business.

agilon management and its subsidiaries accounted for 100% of our total assets and 100% of our total liabilities as of December 31, 2020. Consequently, the restrictions in the 2021 Secured Credit Facilities may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to execute our business strategy successfully or effectively compete with companies that are not similarly restricted. We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. We may be unable to refinance our indebtedness, at maturity or otherwise, on terms acceptable to us or at all.

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The ability of agilon management to comply with the covenants and restrictions contained in the 2021 Secured Credit Facilities may be affected by economic, financial and industry conditions outside our control including credit or capital market disruptions. The breach of any of these covenants or restrictions could result in a default that would permit the applicable lenders to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. If we are unable to repay indebtedness, lenders having secured obligations, such as the lenders under the 2021 Secured Credit Facilities, could proceed against the collateral securing the indebtedness. All obligations under the 2021 Secured Credit Facilities are guaranteed by Intermediate Holdings and each domestic subsidiary of agilon management other than certain excluded subsidiaries. All obligations of agilon management and each guarantor are secured by a perfected security interest in substantially all tangible and intangible assets of agilon management and each such guarantor, including the capital stock of each domestic subsidiary of agilon management and each such guarantor, and 65% of each series of capital stock of any non U.S. subsidiary held directly by agilon management or any guarantor, subject to certain exceptions. In any such case, we may be unable to borrow under the 2021 Secured Credit Facilities and may not be able to repay the amounts due under such facilities. This could materially and adversely affect our business, financial condition, cash flows and results of operations, and could cause us to become bankrupt or insolvent.

Our ability to generate the significant amount of cash needed to pay interest and principal on our indebtedness and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors outside our control.

agilon management, the borrower under the 2021 Secured Credit Facilities, is a holding company, and as such it has no independent operations or material assets other than ownership of equity interests in its subsidiaries. agilon management depends on its subsidiaries to distribute funds to it so that it may pay obligations and expenses, including satisfying obligations with respect to indebtedness. Our ability to make scheduled payments on, or to refinance our obligations under, our indebtedness depends on the financial and operating performance of the subsidiaries of agilon management and their ability to make distributions and dividends to it, which, in turn, depends on their results of operations, cash flows, cash requirements, financial position and general business conditions and any legal and regulatory restrictions on the payment of dividends to which they may be subject, many of which could be outside our control.

We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness. If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek to obtain additional equity capital or restructure our indebtedness. In the future, our cash flow and capital resources may not be sufficient for payments of interest on and principal of our indebtedness, and such alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

The final maturity date of the 2021 Secured Term Loan Facility and the 2021 Secured Revolving Facility is February 18, 2024 or, following consummation of this offering (so long as this offering generates total gross proceeds in excess of $500.0 million), February 18, 2026. We may be unable to refinance any of our indebtedness or obtain additional financing, particularly because of our substantial indebtedness. Market disruptions, such as those experienced in 2008, 2009 and March 2020, as well as our indebtedness levels, may increase our cost of borrowing or adversely affect our ability to refinance our obligations as they become due. We may be unable to refinance our indebtedness, at maturity or otherwise, on terms acceptable to us or at all. If we are unable to refinance our indebtedness or access additional credit, or if short-term or long-term borrowing costs dramatically increase, our ability to finance current operations and meet our short-term and long-term obligations could be adversely affected.

If agilon management cannot make scheduled payments on its indebtedness, it will be in default and the lenders under the 2021 Secured Credit Facilities could terminate their commitments to loan money or, in the case of lenders under the 2021 Secured Credit Facilities, foreclose against the assets securing their borrowings, and

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we could be forced into bankruptcy or liquidation. Any of these actions could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Risks Related to Our Common Stock and This Offering

An active trading market for our common stock may not develop, and you may not be able to resell your shares at or above the initial public offering price.

Prior to this offering, there has been no public market for shares of our common stock. Although our common stock will be approved for listing on the NYSE, an active trading market for our shares may never develop or be sustained following this offering. The initial public offering price of our common stock was determined through negotiations between us and the underwriters. This initial public offering price may not be indicative of the market price of our common stock after this offering. In the absence of an active trading market for our common stock, investors may not be able to sell their common stock at or above the initial public offering price or at the time that they would like to sell.

agilon health is a holding company with no operations of its own, and it depends on its subsidiaries for cash to fund all of its operations and expenses, including to make future dividend payments, if any.

Our operations are conducted entirely through our subsidiaries, and our ability to generate cash to fund our operations and expenses, to pay dividends or to meet debt service obligations is highly dependent on the earnings and the receipt of funds from our subsidiaries through dividends or intercompany loans. Deterioration in the financial condition, earnings or cash flow of agilon management and its subsidiaries for any reason could limit or impair their ability to pay such distributions. Many of these subsidiaries are subject to regulatory, contractual or other legal restrictions that may restrict such subsidiaries’ ability to pay dividends to us. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” To the extent our subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of our financing arrangements, or are otherwise unable to provide funds to the extent of our needs, there could be a material adverse effect on our business, financial condition, cash flows and results of operations.

For example, we are currently contractually required, and may in the future be required by state laws or regulations, to maintain specific prescribed minimum amounts of capital in certain subsidiaries. When we enter into a new payor contract, we are typically required by the payor to contribute risk-bearing capital to the local operating subsidiary. This typically takes the form of letters of credit or restricted deposits, or the payor may retain a percentage of the capitation payments due under the applicable contract. Risk-bearing capital required by payors varies by payor and geography and ranged from $50,000 to $10.0 million, or $38.8 million in the aggregate across all of our geographies and payors, as of December 31, 2020. In addition, the agreements governing the Credit Facilities significantly restrict the ability of our subsidiaries to pay dividends, make loans or otherwise transfer assets to us. Furthermore, our subsidiaries are permitted under the terms of the Credit Facilities to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us. If we are unable to obtain sufficient funds from our subsidiaries to fund our obligations, our results of business, financial condition, cash flows and results of operations could be materially and adversely affected.

The market price of our common stock may be volatile and could decline after this offering.

Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price you paid for your shares. The market price of our common stock may fluctuate significantly. Among the factors that could affect our stock price are:

• industry, regulatory or general market conditions;

• domestic and international economic factors unrelated to our performance;

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• changes in our physician partners’ or their patients’ preferences;

• new regulatory pronouncements and changes in regulatory guidelines;

• lawsuits, enforcement actions and other claims by third parties or governmental authorities;

• actual or anticipated fluctuations in our quarterly operating results;

• lack of research coverage and reports by industry analysts or changes in any securities analysts’ estimates of our financial performance;

• action by institutional stockholders or other large stockholders, including future sales of our common stock;

• failure to meet any guidance given by us or any change in any guidance given by us, or changes by us in our guidance practices;

• announcements by us of significant impairment charges;

• speculation in the press or investment community;

• investor perception of us and our industry;

• changes in market valuations or earnings of similar companies;

• the impact of short selling or the impact of a potential “short squeeze” resulting from a sudden increase in demand for our common stock;

• announcements by us or our competitors of significant contracts, acquisitions, dispositions or strategic partnerships;

• war, terrorist acts and epidemic disease, including COVID-19;

• any future sales of our common stock or other securities;

• additions or departures of key personnel; and

• misconduct or other improper actions of our employees.

In particular, we cannot assure you that you will be able to resell your shares at or above the public offering price. Stock markets have experienced extreme volatility in recent years that has been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. In the past, following periods of volatility in the market price of a company’s securities, class action litigation has often been instituted against the affected company. Any litigation of this type brought against us could result in substantial costs and a diversion of our management’s attention and resources, which could materially and adversely affect our business, financial condition, cash flows and results of operations.

Our management will have broad discretion over the use of the proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.

Our management will have broad discretion to use the net proceeds we receive from this offering, and you will be relying on the judgment of our management regarding the use of these proceeds. Our management might not apply the net proceeds of this offering in ways that increase the value of your investment. We expect to use the net proceeds from this offering for working capital and other general corporate purposes, including accelerating the growth of our existing geographies and our national network of partners, and to make available financing options to our physician partners in connection with taxes payable on shares to be distributed to them upon consummation of the offering under the partner physician group equity agreements, in an aggregate amount estimated to be approximately $90 million to $120 million. Additionally, if the gross proceeds from this offering exceed $1.0 billion, the 2021 Secured Term Loan Facility requires a mandatory prepayment and reduction in an

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amount equal to the lesser of the net cash proceeds arising from this offering and $50.0 million. In addition, we may also use a portion of the net proceeds to establish a foundation to advance our commitment to the future of diversity and growth in primary care leadership and education and training in value-based care. We do not currently have a specific plan for a significant portion of the remaining net proceeds. Our management might not be able to yield a significant return, if any, on any investment of the net proceeds received from this offering, which could compromise our ability to pursue our growth strategy. You will not have the opportunity to influence our decisions on how to use the net proceeds from this offering.

Future sales of shares by us or our existing stockholders could cause our stock price to decline.

Sales of substantial amounts of our common stock in the public market following this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

As of                , 2021, we had                outstanding shares of common stock. Of these shares, all of the                 shares to be sold in this offering will be immediately tradable without restriction under the Securities Act of 1933, as amended (the “Securities Act”), except for any shares held by “affiliates,” as that term is defined in Rule 144 under the Securities Act (“Rule 144”). Upon the completion of this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register the shares of common stock to be issued under our equity compensation plans and, as a result, all shares of common stock acquired upon exercise of stock options granted under our plan will also be freely tradable under the Securities Act, subject to the terms of the lock-up agreements, unless purchased by our affiliates. As of                , 2021, there were stock options outstanding to purchase a total of                shares of our common stock. Conditioned on completion of this offering,                shares will be issued pursuant to our partner physician group equity agreements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Stock-based Compensation” for additional information.

The remaining                shares of common stock outstanding as of                , 2021 are restricted securities within the meaning of Rule 144 under the Securities Act, but will be eligible for resale subject to applicable volume, means of sale, holding period and other limitations of Rule 144 under the Securities Act or pursuant to an exemption from registration under Rule 701 under the Securities Act, or “Rule 701,” subject to the lock-up agreements to be entered into by us, the CD&R Investor, certain of our stockholders and our executive officers and directors.

In connection with this offering, we, the CD&R Investor, certain of our stockholders and our executive officers and directors will sign lock-up agreements under which we and they will agree not to, among other things and subject to certain exceptions, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, engage in any hedging or similar transaction or arrangement, lend or otherwise transfer or dispose of, directly or indirectly, any of our securities that are substantially similar to the securities offered hereby, without the prior written consent of J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC for a period of 180 days after the date of this prospectus. See “Underwriting.” Following the expiration of this 180-day lock-up period,                shares of our common stock will be eligible for future sale, subject to the applicable volume, manner of sale, holding period and other limitations of Rule 144 or pursuant to an exemption from registration under Rule 701. See “Shares Available for Future Sale” for a discussion of the shares of common stock that may be sold into the public market in the future. In addition, our significant stockholders may distribute shares that they hold to their investors who themselves may then sell into the public market following the expiration of the lock-up period. Such sales may not be subject to the volume, manner of sale, holding period and other limitations of Rule 144. Furthermore, the CD&R Investor and other significant stockholders have the right to require us to register shares of common stock for resale in certain circumstances. As resale restrictions end, the market price of our common stock could decline if the holders of those shares sell them or are perceived by the market as intending to sell them.

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In the future, we may issue additional shares of common stock or other equity or debt securities convertible into or exercisable or exchangeable for shares of our common stock in connection with a financing, strategic investment, litigation settlement or employee arrangement or otherwise. Any of these issuances could result in substantial dilution to our existing stockholders and could cause the trading price of our common stock to decline.

If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts may publish about us or our business. We may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts that covers our common stock downgrades our stock or publishes misleading or unfavorable research about our business, our stock price would likely decline. If one or more of the analysts ceases coverage of our common stock or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our common stock price or trading volume to decline.

If you invest in our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock immediately after this offering. Assuming an initial public offering price of $                per share, purchasers of our common stock in this offering will experience immediate and substantial dilution in net tangible book value of $                per share. See “Dilution” for a more detailed description of the dilution to new investors in the offering.

Fulfilling our obligations incident to being a public company, including compliance with the Exchange Act and the requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, will be expensive and time-consuming, and any delays or difficulties in satisfying these obligations could have a material adverse effect on our future results of operations and our stock price.

As a public company, we will be subject to the reporting, accounting and corporate governance requirements of the NYSE, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act and Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) that apply to issuers of listed equity, which impose certain significant compliance requirements, costs and obligations upon us. The changes necessitated by being a publicly listed company and ongoing compliance with these rules and regulations require a significant commitment of additional resources and management oversight, which will increase our operating costs and could divert our management and personnel from other business concerns, particularly after we are no longer an emerging growth company. Further, to comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff.

The Sarbanes-Oxley Act requires us, among other things, to maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

In addition, our internal resources and personnel may in the future be insufficient to avoid accounting errors, and our auditors may identify deficiencies, significant deficiencies or material weaknesses in our internal control

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environment in the future. Any failure to develop or maintain effective controls or any difficulties encountered implementing required new or improved controls could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NYSE. As a public company, we are required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are therefore required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose, but we are not required to provide an annual management report on the effectiveness of our internal control over financial reporting until our second Annual Report on Form 10-K. Our independent registered public accounting firm has identified material weaknesses in the past, and the measures we implemented to remediate such weaknesses may be insufficient to identify or prevent material weaknesses in the future. As of December 31, 2019, these material weaknesses have been remediated. However, the measures we implemented may be insufficient to identify or prevent future material weaknesses.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until we cease to be an emerging growth company or a non-accelerated filer. We ceased to be an emerging growth company on December 31, 2020, and we do not expect to be a non-accelerated filer beginning as of December 31, 2022. As such, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting in our 2022 Annual Report on Form 10-K. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business, financial condition, cash flows and results of operations.

The expenses associated with being a public company include increases in auditing, accounting and legal fees and expenses, investor relations expenses, increased directors’ fees and director and officer liability insurance costs, registrar and transfer agent fees and listing fees, as well as other expenses. As a public company, we are required, among other things, to define and expand the roles and the duties of our board of directors and its committees and institute more comprehensive compliance and investor relations functions. Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage us as a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, cash flows and results of operation. Failure to comply with the requirements of being a public company could potentially subject us to sanctions or investigations by the U.S. Securities and Exchange Commission (the “SEC”) or other regulatory authorities.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal

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proceedings against us, and there could be a material adverse effect on our business, financial condition, cash flows and results of operations.

Following the completion of this offering, the CD&R Investor will continue to control us and may have conflicts of interest with other stockholders.

Following the completion of this offering, the CD&R Investor will own approximately    % of the outstanding shares of our common stock. As a result, the CD&R Investor will have sufficient voting power without the consent of our other stockholders to be able to control all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, which could reduce the market price of our common stock.

Because the CD&R Investor’s interests may differ from your interests, actions the CD&R Investor takes as our controlling stockholder may not be favorable to you. For example, the concentration of ownership held by the CD&R Investor could delay, defer or prevent a change of control of us, impede a merger, takeover or other business combination that another stockholder may otherwise view favorably or cause us to enter into transactions or agreements that are not in the best interests of all stockholders. Other potential conflicts could arise, for example, over matters such as employee retention or recruiting, or our dividend policy.

Furthermore, as long as the CD&R Investor continues to beneficially own at least 40% of our outstanding common stock, the CD&R Investor will be able to determine the outcome of corporate actions requiring stockholder approval, including the election of the members of our board of directors and the approval of significant corporate transactions, such as mergers and the sale of substantially all of our assets. Even after the CD&R Investor reduces its beneficial ownership below 40% of our outstanding common stock, it will likely still be able to assert significant influence over our board of directors and certain corporate actions. Following the completion of this offering, the CD&R Investor will continue to have the right to designate for nomination for election at least a majority of our directors as long as the CD&R Investor beneficially owns at least 50% of our common stock and to designate our Chairman of the board of directors so long as it beneficially owns at least 25% of our common stock.

Under our Certificate of Incorporation, the CD&R Investor and its affiliates and, in some circumstances, any of our directors and officers who is also a director, officer, employee, member or partner of the CD&R Investor and its affiliates, will have no obligation to offer us corporate opportunities.

The policies relating to corporate opportunities and transactions with the CD&R Investor set forth in our Certificate of Incorporation will address potential conflicts of interest between agilon health, on the one hand, and the CD&R Investor and its officers, directors, employees, members or partners who are directors or officers of our company, on the other hand. In accordance with those policies, the CD&R Investor may pursue corporate opportunities, including acquisition opportunities that may be complementary to our business, without offering those opportunities to us. By becoming a stockholder in agilon health, you will be deemed to have notice of and have consented to these provisions of our Certificate of Incorporation. Although these provisions are designed to resolve conflicts between us and the CD&R Investor and its affiliates fairly, conflicts may not be resolved in our favor or be resolved at all.

Future offerings of debt or equity securities which would rank senior to our common stock may adversely affect the market price of our common stock.

If, in the future, we decide to issue debt or equity securities that rank senior to our common stock, it is likely that such securities will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Issuing additional shares of our common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our stockholders or reduce the market price of our common stock. Additionally, any convertible or exchangeable securities that we issue in the future may

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have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors outside our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our common stock will bear the risk of our future offerings, reducing the market price of our common stock or diluting the value of their stock holdings in us.

Anti-takeover provisions in our Certificate of Incorporation and By-laws could discourage, delay or prevent a change of control of our company and may affect the trading price of our common stock.

Our Certificate of Incorporation and our By-laws will include a number of provisions that may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. For example, our Certificate of Incorporation and By-laws collectively will:

• authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to thwart a takeover attempt;

• provide for a classified board of directors, which divides our board of directors into three classes, with members of each class serving staggered three-year terms, which prevents stockholders from electing an entirely new board of directors at an annual meeting;

• limit the ability of stockholders to remove directors if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock;

• provide that vacancies on our board of directors, including vacancies resulting from an enlargement of our board of directors, may be filled only by a majority vote of directors then in office;

• prohibit stockholders from calling special meetings of stockholders if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock;

• prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of the stockholders, if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock;

• opt out of Section 203 of the DGCL, which prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, until the CD&R Investor ceases to beneficially own at least 5% of the outstanding shares of our common stock;

• establish advance notice requirements for nominations of candidates for election as directors or to bring other business before an annual meeting of our stockholders; and

• require the approval of holders of at least 66 2/3% of the outstanding shares of our common stock to amend our By-laws and certain provisions of our Certificate of Incorporation if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock.

These provisions may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context or from changing our management and board of directors. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if the provisions are viewed as discouraging takeover attempts in the future. See “Description of Capital Stock—Anti-Takeover Effects of Our Certificate of Incorporation and By-Laws.”

Our Certificate of Incorporation and By-laws may also make it difficult for stockholders to replace or remove our management. Furthermore, the existence of the foregoing provisions, as well as the significant amount of common stock that the CD&R Investor will continue to own following this offering, could limit the

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price that investors might be willing to pay in the future for shares of our common stock. These provisions may facilitate management entrenchment that may delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of our stockholders.

We could be the subject of securities class action litigation due to future stock price volatility, which could divert management’s attention and materially and adversely affect our business, financial condition, cash flows and results of operations.

The stock market in general, and market prices for the securities of companies like ours in particular, have from time to time experienced volatility that often has been unrelated to the operating performance of the underlying companies. A certain degree of stock price volatility can be attributed to being a newly public company. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our operating performance. In certain situations in which the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a similar lawsuit against us, the defense and disposition of the lawsuit could be costly and divert the time and attention of our management and could materially and adversely affect our business, financial condition, cash flows and results of operations.

We do not intend to pay dividends on our common stock for the foreseeable future and, consequently, your ability to achieve a return on your investment depends on appreciation in the price of our common stock.

We do not intend to declare and pay dividends on our common stock for the foreseeable future. We currently intend to use our future earnings, if any, to repay debt, to fund our growth, to develop our business, for working capital needs and for general corporate purposes. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future, and the success of an investment in shares of our common stock depends upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares. Payments of dividends, if any, are at the sole discretion of our board of directors after taking into account various factors, including general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications of the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. In addition, our operations are conducted almost entirely through our subsidiaries. As such, to the extent that we determine in the future to pay dividends on our common stock, none of our subsidiaries will be obligated to make funds available to us for the payment of dividends. Further, the agreements governing the Credit Facilities significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us, and we may enter into other credit agreements or borrowing arrangements in the future that restrict or limit our ability to pay cash dividends on our common stock. In addition, Delaware law imposes additional requirements that may restrict our ability to pay dividends to holders of our common stock.

Although we ceased to be an “emerging growth company,” we can continue to take advantage of certain reduced disclosure requirements in this registration statement, which may make our common stock less attractive to investors.

We ceased to be an emerging growth company as defined in the JOBS Act on December 31, 2020, because our annual revenue for the fiscal year ended December 31, 2020 exceeded $1.07 billion. However, because we ceased to be an emerging growth company after we confidentially submitted our registration statement related to this offering to the SEC, we will be treated as an emerging growth company for certain purposes until the earlier of the date on which we complete this offering and December 31, 2021. As such, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including (i) reduced disclosure obligations regarding executive compensation in this prospectus and (ii) not being required to provide more than two years of audited financial statements in this prospectus. We cannot predict if investors

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will find our common stock less attractive because we have relied on these exemptions. If some investors find our common stock less attractive, there may be less demand for our common stock and the price that some investors are willing to pay for our common stock may decrease.

We expect to be a “controlled company” within the meaning of rules and, as a result, we will qualify for, and currently intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After the completion of this offering, the CD&R Investor will continue to control a majority of the voting power of our outstanding common stock. Accordingly, we expect to be a “controlled company” within the meaning of corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including:

• the requirement that a majority of the board of directors consist of independent directors;

• the requirement that our Nominating and Governance Committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement that we have a Compensation Committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement for an annual performance evaluation of the Nominating and Governance and Compensation Committees.

Following this offering, we intend to continue to utilize these exemptions. As a result, we do not have a majority of independent directors, our Nominating and Governance Committee and Compensation Committees do not consist entirely of independent directors and such committees may not be subject to annual performance evaluations. Consequently, you will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance rules and requirements. Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.

At such time as the CD&R Investor no longer controls a majority of the voting power of our outstanding common stock, we will no longer be a “controlled company” within the meaning of rules. However, we may continue to rely on exemptions from certain corporate governance requirements during a one-year transition period.

At such time as the CD&R Investor no longer controls a majority of the voting power of our outstanding common stock, we will no longer be a “controlled company” within the meaning of the NYSE corporate governance standards. The NYSE rules require that we (i) have a majority of independent directors on our board of directors within one year of the date we no longer qualify as a “controlled company,” (ii) have at least one independent director on each of the Compensation and Nominating and Governance Committees on the date we no longer qualify as a “controlled company,” at least a majority of independent directors on each of the Compensation and Nominating and Governance Committees within 90 days of such date and the Compensation and Nominating and Governance Committees composed entirely of independent directors within one year of such date and (iii) perform an annual performance evaluation of the Nominating and Governance and Compensation Committees. During this transition period, we may continue to utilize the available exemptions from certain corporate governance requirements as permitted by the NYSE rules. Accordingly, during the transition period, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. Furthermore, a change in our board of directors and committee membership may result in a change in corporate strategy and operation philosophies, and may result in deviations from our current strategy.

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Our Certificate of Incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or stockholders.

Our Certificate of Incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed to us or our stockholders by any of our directors, officers, other employees, agents or stockholders, (iii) any action or proceeding asserting a claim arising out of or pursuant to or seeking to enforce any right, obligation or remedy under the Delaware General Corporation Law (the “DGCL”), or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware (including, without limitation, any action asserting a claim arising out of or pursuant to our Certificate of Incorporation or our By-laws) or (iv) any action or proceeding asserting a claim that is governed by the internal affairs doctrine, in each case subject to such Court of Chancery of the State of Delaware having personal jurisdiction over the indispensable parties named as defendants. It is possible that a court could find that the exclusive forum provisions described above are inapplicable for a particular claim or action or that such provision is unenforceable, and our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. As permitted by Delaware law, our Certificate of Incorporation will provide that, unless we consent in writing to the election of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, the Exchange Act, and the rules and regulations thereunder. To the fullest extent permitted by law, by becoming a stockholder in our company, you will be deemed to have notice of and have consented to the provisions of our Certificate of Incorporation related to choice of forum. The choice of forum provision in our Certificate of Incorporation may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or any of our directors, officers, other employees, agents or stockholders, which could discourage lawsuits with respect to such claims. Additionally, a court could determine that the exclusive forum provision is unenforceable, and our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. If a court were to find these provisions of our Certificate of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, cash flows and results of operations.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

This prospectus contains forward-looking statements and cautionary statements. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable terms. Forward-looking statements include, without limitation, all matters that are not historical facts. They appear in a number of places throughout this prospectus and include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, our financial position, results of operations, cash flows, prospects and growth strategies.

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be outside our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus, could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. Factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation:

• our history of net losses, and our ability to achieve or maintain profitability in an environment of increasing expenses;

• our ability to identify and develop successful new geographies, physician partners and payors, or to execute upon our growth initiatives;

• our ability to execute our operation strategies or to achieve results consistent with our historical performance;

• our expectation that our expenses will increase in the future and the risk that medical expenses incurred on behalf of members may exceed the amount of medical revenues we receive;

• our ability to secure contracts with MA payors or to secure MA at favorable financial terms;

• our ability to recover startup costs incurred during the initial stages of development of our physician partner relationships and program initiatives;

• our ability to obtain additional capital needed to support our business;

• significant reductions in our membership;

• challenges for our physician partners in the transition to a Total Care Model;

• inaccuracies in the estimates and assumptions we use to project the size, revenue or medical expense amounts of our target market;

• the spread of, and response to, the novel coronavirus, or COVID-19, and the inability to predict the ultimate impact on us;

• inaccuracies in the estimates and assumptions we use to project our members’ risk adjustment factors, medical services expense, incurred but not reported claims and earnings pursuant to payor contracts;

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• the impact of restrictive or exclusivity clauses in some of our contracts with physician partners that may prohibit us from establishing new RBEs within certain geographies in the future;

• the impact of restrictive or exclusivity clauses in some of our contracts with physician partners that may subject us to investigations or litigation;

• our ability to retain our management team and key employees or attract qualified personnel in the future;

• our ability to realize the full value of our intangible assets and any impairment charges we have or may record;

• adverse determinations of tax matters;

• security breaches, loss of data or other disruptions to our data platforms;

• our reliance on third parties for internet infrastructure and bandwidth to operate our business and provide services to our members and physician partners;

• our ability to protect the confidentiality of our know-how and other proprietary and internally developed information;

• the impact of devoting significant attention and resources to the provision of certain transition services in connection with the disposition of our California operations;

• our subsidiaries’ lack of performance or ability to fund their operations, which could require us to fund such losses;

• our dependence on a limited number of key payors;

• the limited terms of our contracts with payors and that they may not be renewed upon their expiration;

• our reliance on our payors for membership attribution and assignment, data and reporting accuracy and claims payment;

• our dependence on physician partners and other providers to effectively manage the quality and cost of care and perform obligations under payor contracts;

• difficulties in obtaining accurate and complete diagnosis data;

• our dependence on physician partners to accurately, timely and sufficiently document their services and potential False Claims Act or other liability if any diagnosis information or encounter data are inaccurate or incorrect;

• our reliance on third-party software and data to operate our business and provide services to our members and physician partners;

• the impact of consolidation in the healthcare industry;

• reductions in reimbursement rates or methodology applied to derive reimbursement from, or discontinuation of, federal government healthcare programs, from which we derive substantially all of our total revenue;

• uncertain or adverse economic conditions, including a downturn or decrease in government expenditures;

• our ability to compete in our competitive industry;

• the impact of government performance standards and benchmarks on our compensation and reputation;

• statutory or regulatory changes, administrative rulings, interpretations of policy and determinations by intermediaries and governmental funding restrictions, and their impact on government funding, program coverage and reimbursements;

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• regulatory proposals directed at containing or lowering the cost of healthcare and our participation in such proposed models;

• we, our physician partners or affiliates being subject to federal or state investigations, audits and enforcement actions;

• regulatory inquiries and corrective action plans imposed by our payors;

• repayment obligations arising out of payor audits;

• the impact on our revenue of CMS modifying the methodology used to determine the revenue associated with MA members;

• negative publicity regarding the managed healthcare industry;

• the extensive regulation of the healthcare industry at the federal, state and local levels;

• our substantial indebtedness and the potential that we may incur additional indebtedness;

• no public market for our common stock and the potential that one may not develop;

• the significant influence the CD&R Investor has over us; and

• risks related to other factors discussed under “Risk Factors” in this prospectus.

You should read this prospectus completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this prospectus are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this prospectus, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately $                million, or approximately $                million if the underwriters exercise in full their option to purchase additional shares, based on an assumed initial public offering price of $                per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our common stock and enable access to the public equity market for us and our shareholders. We intend to use the net proceeds from this offering for working capital and other general corporate purposes, including accelerating the growth of our existing geographies and our national network of partners, and to make available financing options to our physician partners in connection with taxes payable on shares to be distributed to them upon consummation of the offering under the partner physician group equity agreements, in an aggregate amount estimated to be approximately $90 million to $120 million. Additionally, if the gross proceeds from this offering exceed $1.0 billion, the 2021 Secured Term Loan Facility requires a mandatory prepayment and reduction in an amount equal to the lesser of the net cash proceeds arising from this offering and $50.0 million. The 2021 Secured Term Loan Facility bears interest at a rate equal to the sum of, for LIBO Rate Loans: 4.00% (stepping down to 3.50% on and following October 1, 2023) and the higher of (a) LIBO, as defined in the credit agreement, and (b) 0%; and the sum of, for Base Rate Loans, 3.00% (stepping down to 2.50% on and following October 1, 2023) and the highest of: (a) 0.50% in excess of the overnight federal funds rate, (b) the prime rate established by the administrative agent from time to time, (c) the one-month LIBO rate (adjusted for maximum reserves) plus 1.00% and (d) 0%. The 2021 Secured Term Loan Facility will mature on February 18, 2024, or, following the consummation of this offering (so long as this offering generates total gross proceeds in excess of $500.0 million), February 18, 2026. In addition, we may also use a portion of the net proceeds to establish a foundation to advance our commitment to the future of diversity and growth in primary care leadership and education and training in value-based care. We do not currently have a specific plan for a significant portion of the remaining net proceeds. As of the date of this prospectus, we cannot specify with certainty all of the particular uses of the net proceeds that we receive from this offering and, as a result, are not able to allocate the net proceeds among any potential uses at this time in light of the variety of factors that will impact how we ultimately utilize such net proceeds. Accordingly, we will have broad discretion in using these proceeds. See “Risk Factors—Risks Related to Our Common Stock and This Offering—Our management will have broad discretion over the use of the proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.”

A $1.00 increase or decrease in the assumed initial public offering price of $                per share would increase or decrease the net proceeds to us from this offering by $                , assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase or decrease of                shares in the number of shares offered by us would increase or decrease the net proceeds to us by $                million, assuming no change in the assumed initial public offering price of $                per share and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing.

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DIVIDEND POLICY

We do not intend to declare or pay dividends on our common stock for the foreseeable future. We currently intend to use our future earnings, if any, to repay debt, to fund our growth, to develop our business and for working capital needs and general corporate purposes. Our ability to pay dividends to holders of our common stock is significantly limited as a practical matter by the 2021 Secured Credit Facilities insofar as we may seek to pay dividends out of funds made available to us by agilon management or its subsidiaries, because the 2021 Secured Credit Facilities restrict agilon management’s ability to pay dividends or make loans to us. See “Description of Certain Indebtedness” for a description of restrictions on our ability to pay dividends under the 2021 Secured Credit Facilities. Any future determination to pay dividends on our common stock will be subject to the discretion of our board of directors and depend upon various factors, including our results of operations, financial condition, liquidity requirements, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by Delaware law, general business conditions and other factors that our board of directors may deem relevant.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization on a consolidated basis as of December 31, 2020 on an (i) actual basis and (ii) as adjusted basis giving effect to:

• the sale by us of                  shares of our common stock in this offering at an assumed initial public offering price of $                 per share, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us; and

• the amendment and restatement of our certificate of incorporation and the reclassification of 762,013 shares of contingently redeemable common stock as common stock upon the completion of this offering.

You should read this table in conjunction with “Summary Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Certain Indebtedness” and our consolidated financial statements included elsewhere in this prospectus.

	As of December 31, 2020
	Actual			As Adjusted(1)
	(dollars in thousands)
Cash and cash equivalents(2)	$	106,795		$
Long-term debt(2)(3)		67,706
Mezzanine and Stockholders’ Equity:
Contingently redeemable common stock, $0.01 par value(4)(6)		309,500
Common stock, $0.01 par value(5)(6)		25
Additional paid-in capital		266,435
Accumulated deficit		(551,190	)
Total stockholders’ equity (deficit)		(284,730	)
Total capitalization	$	92,476		$

(1) Each $1.00 increase or decrease in the assumed initial public offering price of $                 per share would increase or decrease, as applicable, our as adjusted cash and cash equivalents, additional paid-in capital and total equity by $                 million, assuming that the number of shares offered by us as set forth on the cover page of this prospectus remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses.

(2) If the gross proceeds from this offering exceed $1.0 billion, the 2021 Secured Term Loan Facility requires a mandatory prepayment and reduction in an amount equal to the lesser of the net cash proceeds arising from this offering and $50.0 million.

(3) As of December 31, 2020, we had $48.6 million outstanding under the Secured Term Loan Facility and our Unsecured Term Loan Facility of $20.0 million with a lender affiliated with the CD&R Investor. As of December 31, 2020, we had availability under the Secured Revolving Facility (as defined herein) totaling $41.5 million and outstanding letters of credit totaling $18.5 million. On February 18, 2021, we, through our wholly-owned subsidiary agilon management entered into the 2021 Secured Credit Agreement to refinance our outstanding indebtedness under the Credit Facilities. As of February 18, 2021, $100.0 million was outstanding under the 2021 Secured Term Loan Facility and availability under the 2021 Secured Revolving Facility was $81.5 million. See “Description of Certain Indebtedness” included elsewhere in this prospectus.

(4) As of December 31, 2020, we had 762,013 shares and no shares, respectively, of contingently redeemable common stock issued and outstanding on an actual and as adjusted basis.

(5) As of December 31, 2020, we had 2,493,737 shares and                shares, respectively, of common stock issued and outstanding on an actual and as adjusted basis.

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(6) Beginning in 2018, we issued contingently redeemable common stock to third-party investors that included a redemption feature that could require us, in certain limited circumstances, to repurchase such stock. As a result, the related capital contribution was classified as temporary equity in the mezzanine section of our consolidated balance sheet. The redemption feature will terminate upon the completion of this offering. See “Note 12. Common Stock” in our audited consolidated financial statements included elsewhere in this prospectus.

The foregoing information excludes:

•                  shares of common stock issuable upon exercise of options outstanding as of                 , 2021 at a weighted average exercise price of $                 per share, of which                  shares will be exercisable as of the consummation of this offering;

•                  shares of common stock reserved for future issuance following this offering under our equity plans; and

•                  shares of our common stock subject to outstanding RSUs granted to directors.

The foregoing information includes:

•                 shares of common stock issuable under partner physician group equity agreements conditioned on completion of this offering. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Stock-based Compensation” for additional information.

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock immediately after this offering. Dilution results from the fact that the per share offering price of the common stock exceeds the book value per share attributable to the shares of common stock held by existing stockholders.

Our net tangible book value as of December 31, 2020 was $                . Net tangible book value per share before the offering has been determined by dividing net tangible book value (total book value of tangible assets less total liabilities) by the number of shares of common stock outstanding as of December 31, 2020.

After giving effect to the sale of shares of our common stock sold by us in this offering at an assumed initial public offering price of $                 per share and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our adjusted net tangible book value as of December 31, 2020 would have been $                 million, or $                 per share. This represents an immediate increase in net tangible book value per share of $                  to the existing stockholders and an immediate and substantial dilution in net tangible book value per share of $                 to new investors who purchase shares in this offering. The following table illustrates this per share dilution to new investors:

	Per Share
Assumed initial public offering price per share	$
Net tangible book value per share as of
Increase in net tangible book value per share attributable to new investors in this offering
Adjusted net tangible book value per share after this offering
Dilution of net tangible book value per share to new investors	$

If the underwriters exercise in full their option to purchase additional shares, the adjusted tangible book value per share after giving effect to the offering would be $                 per share. This represents an immediate increase in adjusted net tangible book value (or a decrease in net tangible book value deficit) of $                per share to the existing stockholders and an immediate and substantial dilution in adjusted net tangible book value of $                per share to new investors.

A $1.00 increase or decrease in the assumed initial public offering price of $                  per share would increase or decrease total consideration paid by new investors and total consideration paid by all stockholders by $                 million, assuming that the number of shares offered by us set forth on the front cover of this prospectus remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. An increase or decrease of                  shares in the number of shares offered by us would increase or decrease the total consideration paid to us by new investors and total consideration paid to us by all stockholders by $                 million, assuming an initial public offering price of $                  per share remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

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The following table summarizes, as of                , 2021, the total number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid by the existing stockholders and by new investors purchasing shares in this offering (amounts in thousands, except percentages and per share data):

	Shares Purchased			Total Consideration			Average Price Per Share
	Number	Percent		Amount	Percent
Existing stockholders			%	$		%	$
New investors			%	$		%	$
Total			%	$		%	$

The foregoing table does not reflect stock options outstanding under our stock incentive plans or stock options to be granted after this offering. As of                , 2021, there were                 stock options outstanding with an average exercise price of $                  per share. The foregoing table includes                 shares of common stock issuable under partner physician group equity agreements conditioned on completion of this offering. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Stock-based Compensation” for additional information.

After giving effect to the sale of shares by us in this offering, new investors will hold                 shares, or     % of the total number of shares of common stock after this offering and existing stockholders will hold     % of the total shares outstanding. If the underwriters exercise their option to purchase additional shares in full, the number of shares held by new investors will increase to                 , or     % of the total number of shares of common stock after this offering, and the percentage of shares held by existing stockholders will decrease to     % of the total shares outstanding.

To the extent that any of these stock options are exercised, there may be further dilution to new investors. See “Executive Compensation” and “Note 13. Stock Incentive Plan” in our consolidated financial statements included elsewhere in this prospectus.

In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our stockholders.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following information should be read in conjunction with the consolidated financial statements included elsewhere in this prospectus and “Prospectus Summary—Summary Historical Consolidated Financial Data.” The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed below and elsewhere in this prospectus, particularly under the captions “Risk Factors” and “Special Note Regarding Forward-Looking Statements and Information.”

Company Overview

Our business is transforming healthcare by empowering the PCP to be the agent for change in the communities they serve. We believe that PCPs, with their intimate patient-physician relationships, are best positioned to drive meaningful change in quality, cost and patient experience when provided with the right infrastructure and payment model. Through our combination of the agilon platform, a long-term partnership model with existing physician groups and a growing network of like-minded physicians, we are poised to revolutionize healthcare for seniors across communities throughout the United States. Our purpose-built model provides the necessary capabilities, capital and business model for existing physician groups to create a Medicare-centric, globally capitated line of business. Our model operates by forming RBEs within local geographies, that enter into arrangements with payors providing for monthly payments to manage the total healthcare needs of our physician partners’ attributed patients (or, global capitation arrangements), contract with agilon to perform certain functions and enter into long-term professional service agreements with one or more anchor physician groups pursuant to which the anchor physician groups receive a base compensation rate and share in the savings from successfully improving quality of care and reducing costs.

Our company was formed in 2016, and we established our inaugural partnership with an anchor physician group in 2017. Our ability to rapidly build scaled positions in local communities has allowed us to grow to 16 anchor physician groups and 17 geographies in fewer than five years. Our platform has enabled us to grow our total membership by 45% and revenue by 53% from December 31, 2019 to December 31, 2020. Currently, the PCPs on our platform serve approximately 210,000 MA members on our platform. In addition, through our participation in the CMS Innovation Center Direct Contracting Model, our PCPs are expected to serve over 50,000 Medicare FFS beneficiaries through our five currently approved DCEs. For the year ended December 31, 2020, our DCEs did not contribute to our revenue.

Our business model is differentiated by its focus on existing community-based physician groups and is built around three key elements: (1) agilon’s platform; (2) agilon’s long-term physician partnership approach; and (3) agilon’s network. With our model, our goal is to remove the barriers that prevent community-based physicians from evolving to a Total Care Model, where the physician is empowered to manage health outcomes and the total healthcare needs of their attributed Medicare patients.

Our platform, partnership and network model enable our physician partners to be the quarterback for healthcare delivery in their community, and successfully operate a Medicare-centric, globally capitated line of business. This generates improving quality and cost outcomes, growing membership and increasing medical margin per member, which we share with our physician partners pursuant to our long-term partnership model. We believe this continuous improvement in patient and physician engagement and experience leads to more PCPs joining our platform and ultimately improves the success of each physician partner on the platform. As our platform grows, we believe we will be able to leverage our scale to drive additional investment in our geographies to accelerate this flywheel for the benefit of our physician partners and their patients.

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Impact of Medicare Advantage and Traditional Medicare on the Business

MA is a federal program that provides eligible persons age 65 years of age and over and some disabled persons with a variety of hospital, medical insurance and prescription drug benefits. In 2020, approximately 62 million Americans were enrolled in Medicare nationally, of which nearly 25 million, or 40%, were enrolled in MA. Medicare beneficiaries may enroll in an MA plan, under which payors contract with CMS to provide a defined range of healthcare services that are comparable to Medicare FFS (which is also referred to as “traditional Medicare”).

The Direct Contracting Model is a voluntary payment model option aimed at reducing expenditures and preserving or enhancing quality of care for beneficiaries in Medicare established by the CMS Innovation Center that is set to begin in the first half of 2021. A key aspect of the Direct Contracting Model is providing new opportunities for us to participate in value-based care arrangements directly with our existing physician partners for their current Medicare members. In each community we serve, our Total Care Model can be extended to our physician partners’ patients enrolled in traditional Medicare through the Direct Contracting Model. We have applied and been approved to participate in the program through five currently approved DCEs. Because of the size and scale of our network, we expect to be able to serve over 50,000 Medicare FFS beneficiaries in 2021 through the Direct Contracting Model.

Under MA, CMS issues a fixed PMPM premium, or capitation payment, to payors in exchange for providing defined healthcare benefits to attributed MA members. Under the typical capitation arrangement, we are entitled to monthly PMPM fees from payors to provide a defined range of healthcare services for MA health plan members attributed to our PCPs. These PMPM fees comprise our medical services revenue and are determined as a percent of the premium payors receive from CMS for these members. The amount of the monthly premium payment varies based on the county in which a member resides, adjusted for demographic and health risk factors. CMS assigns to each member a “risk adjustment factor,” which is based on, among other things, the member’s age, gender and diagnosed disease conditions, and is utilized by CMS to determine the amount of monthly premium payment paid to payors. MA revenue received by us is subject to federal government reviews and audits which can result, and have resulted, in retroactive and prospective revenue adjustments.

Key Factors Affecting Our Performance

Growing Medicare Advantage Membership on Our Platform

Membership and revenue are tied to the number of members attributed to our physician partners by our payors. We believe we have multiple avenues to serve additional members, including through:

• Adding new physician partnerships through the expansion into new geographies,

• Growth in membership in existing geographies as a result of:

• Patients who are attributed to our physician partners who (a) age into Medicare and elect to enroll in MA or (b) elect to convert from Medicare FFS to MA, and

• Growth in the number of PCPs at existing physician partners, expanding our physician partners’ capacity to care for a greater membership population.

The retention of existing members is also important to our membership and revenue growth. We believe we are well-positioned to continue our relationships with existing members due to the sticky patient-physician relationship, 13-year average physician tenure at our anchor physician groups and long-term agreements with anchor physician groups that are typically 20-years in duration.

The strength of our multi-pronged growth strategy is evident by our growth from 2017 to 2020. At December 31, 2020, we managed global risk for 131,000 members on our platform as compared to 28,900

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members at December 31, 2017, representing a compound annual growth rate (“CAGR”) of 65% over this period. Additionally, we have approximately 49,000 additional MA members with physician groups contracted to go-live on January 1, 2022.

The chart and table below illustrate membership growth since 2017:

	MA Membership
Geography Go-Live	December 31, 2017		December 31, 2018		December 31, 2019		December 31 2020		CAGR
2017 & Prior		28,900		31,400		33,700		36,700		8	%
2018		—		25,100		29,700		35,500		19	%
2019		—		—		26,800		33,000		23	%
2020		—		—		—		25,800
		28,900		56,500		90,200		131,000		65	%

Expanding into New Geographies

The proven exportability of our platform, partnership and network model positions us to expand into new geographies by establishing new regional hubs across the country. We have historically demonstrated success in effectively establishing new geographies. We have entered into 17 geographies within eight states, which includes three geographies that became operational in January 2021 and six geographies that will become operational in January 2022. We believe growth in the MA market overall will further increase our market opportunity. We consider our current addressable market to be the estimated 17.5 million Medicare beneficiaries affiliated with independent PCPs in states in which we already have a physician partner or a signed letter of intent with a physician group as of January 2021, and those in which we have identified near-term prioritized geographies. Based on 2021 estimated average annual revenue per Medicare member to us of approximately $10,000, we estimate that this represents a total addressable market size of approximately $175 billion in 2020.

Our business development team maintains an active pipeline of new partnership opportunities. These potential opportunities are developed through significant inbound interest through the powerful network effect we have seen from our highly engaged existing physician partners, our proactive assessment of the independent provider market landscape and opportunities identified through our strategic relationships with national payors. With partnership dialogue and implementation planning often commencing 12 months prior to standing up operations in a given

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geography, we have significant forward visibility into new membership and associated revenue coming onto the platform. We currently have approximately 49,000 MA members with physician groups for which we are contracted to go live on January 1, 2022. Furthermore, in January of each year we typically have visibility into greater than 90% of that year’s projected revenue.

Growing Members in Existing Geographies

Within our existing geographies, our attributed membership grows through:

• Patients who are attributed to our physician partners who age-in to Medicare and elect to enroll in MA or otherwise transition to MA.

• Growth in the number of PCPs at existing physician partners, expanding our physician partners’ capacity to care for a greater membership population.

We have three anchor geographies on the platform that have been live for two or three years that have grown at an average CAGR of 18% over the course of their time on our platform. Our anchor geography that went live January 1, 2018 has grown at a CAGR of 17% over the last three years and the two anchor geographies that went live January 1, 2019 have grown at an average CAGR of 24% over the last two years.

Patients who are attributed to our physician partners who age-in or transition to MA

We have embedded growth opportunity within our existing PCP base. Our physician partners’ patient panels include individuals anticipated to reach Medicare eligibility in the next five years who may elect to enroll in MA and existing Medicare FFS patients who may elect to transition to MA. Across our current physician partners, we estimate this opportunity to be approximately 375,000 members. These existing patients represent a large, growing and durable source of potential attributed member growth. As these patients enroll in MA through our payors, they become attributed to our platform with little incremental cost to us. We expect this embedded opportunity will continue to grow as we enter new geographies and add PCPs to our network who serve under-65 commercially insured patients and Medicare FFS patients.

Growth in the number of PCPs in our local geographies

We seek to increase the number of PCPs on our platform in local geographies and, through that, increase capacity to serve the approximately two million Medicare lives in our existing communities through:

• Affiliated physician groups recruiting new PCPs.

• Affiliated physician groups acquiring other physician groups.

• Contract with additional local physicians and physician groups by leveraging our local infrastructure and existing subscription-like PMPM agreements with payors.

Growing Medical Services Revenue

We expect to have significant visibility to our future revenue as our partnerships with our anchor physician groups are typically structured as 20-year partnerships for the MA line of business. Based on a 2004 study, patients 65 years of age and older remain with their PCP for an average of 10 years, and this sticky patient-physician relationship is further reinforced by a 13-year average physician tenure at our anchor physician groups. These relationships, when combined with the fixed monthly payment dynamics of the MA reimbursement model, create an extremely powerful long-term subscription-like revenue model.

Our medical services revenue consists of capitation revenue under contracts with various payors. Under the typical capitation arrangement, we are entitled to monthly PMPM fees to provide a defined range of healthcare

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services for MA health plan members through our contracted physician partners and affiliated PCPs. Such fees are typically based on a defined percentage of corresponding premium which payors receive from CMS. We generally accept full financial risk for members attributed to us through our contracted PCPs and, therefore, are responsible for the cost of all healthcare services required by those members. We recognize capitation revenue over the period eligible members are entitled to receive healthcare services. We expect that our PMPM revenue will continue to improve the longer our members are on our platform as we better understand and assess their health status (acuity) and coordinate their medical care.

We have been able to increase our revenue by growing our network in existing geographies, expanding into new geographies, and attracting new PCPs to join our existing physician partners on our platform in existing geographies. During the year ended December 31, 2020, we generated medical services revenue of $1.2 billion compared to $196.5 million for the year ended December 31, 2017.

Growing Medical Margin

Medical margin represents the amount earned from medical services revenue after medical services expenses are deducted. Our profitability depends to a significant degree on our ability to accurately predict and effectively manage our medical margin, through improving healthcare quality and effectively managing costs. We believe our membership and per-member profitability will grow over time due to structural characteristics inherent to our long-term partnerships, durable and growing MA membership within our physician partners and the nature of the MA economic model.

Through our platform, partnership and network model, we enter a geography by creating a long-term partnership with an existing physician group. After we enter a geography, our local network in that geography grows through our low cost and increasingly cost-efficient multi-pronged growth strategy. We also seek to grow medical margin over the course of our partnerships through this growth in our local networks and through improvement of per member medical margin, through improving healthcare quality and effectively managing costs. Medical margin and the pace of medical margin growth is influenced by the historical performance of our anchor physician groups in population health, regional variance in MA premium and healthcare utilization, the rate of member growth in the geography, per member revenue growth, and medical expenses associated with a member’s healthcare delivery. As our membership matures and our physician partners become more adept at effectively managing the continuum of care of our members under a Total Care Model, we have observed that the profitability (measured by medical margin PMPM) of our live geographies typically increases over time.

Two critical factors that enhance our ability to improve medical margin over a long period of time that we believe are unique to our model are (i) our anchor physician groups are critical components of their local healthcare delivery system, having operated in their local geographies for more than 40 years, developing relationships with specialists, hospitals and post-acute facilities, enhancing their ability to coordinate care and (ii) our ability to deliver actionable insight at the patient and physician level through our aligned partnership model with peer-to-peer physician feedback driving accountability and accelerating the pace of change to a Total Care Model.

The power of our model is reflected in the relative performance of our network when compared to local FFS benchmarks. For example, in 2019, our members’ ER utilization was 42% lower than the local FFS benchmark, inpatient acute utilization was 47% lower than the local FFS benchmark and hospital re-admission rate was 26% lower than the local FFS benchmark.

This has resulted in improving year-over-year performance in our anchor physician groups and acceleration of performance in our geographies that are newer to our platform versus markets that joined the platform previously. This ongoing improvement has occurred while membership during that same period in such geographies grew.

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The information below illustrates average membership and medical margin PMPM growth for our anchor physician groups that have been operational for more than two years. The medical margin PMPM data presented below reflect the ongoing dilutive impact of new members in any year. Medical margin profiles of cohorts of members grouped by enrollment year have historically improved over their duration on our platform.

The following table incorporates all live geographies on our platform regardless of time on the platform. We have also included Hawaii in our year 3+ geographies, which is different than our traditional anchor physician group model because Hawaii is not a single partner structure, but is a network of contracted physicians and accepts delegation of certain traditional health plan functions from our contracted payors, such as utilization review, provider network development and claims adjudication. The information below illustrates the medical margin maturity in our live geographies inclusive of the geographies that went live in 2020 and are considered to be in year 1 of their maturity cycle. We believe medical margin rates within any geography will continue to increase over the course of our long-term partnerships, as cohorts of members within the geography are on our platform for longer periods of time. With 70% of our members on our platform for fewer than three years, we believe that we are well-positioned to benefit from significant embedded margin growth from our long-term economic model by improving healthcare outcomes and effectively managing costs.

Medical margin and the pace of medical margin growth is influenced by the historical performance of our anchor physician groups in population health, regional variance in MA premium and healthcare utilization, the rate of member growth in the geography, per member revenue growth, and medical expenses associated with a member’s healthcare delivery. For this reason, in future periods, we expect to have geographies with different

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medical margin PMPM starting points and trajectories. While we believe the data reflected in the preceding tables accurately reflects the directional margin maturity trends in our geographies, the most recent year includes the impact of utilization avoidance resulting from COVID-19. We cannot accurately estimate the net ultimate impact to medical services expense at this time. See “—Impact of COVID-19.”

Achieving Operating Efficiencies

As a result of our aligned partnership model and ability to grow our platform through our low cost and increasingly cost-efficient model, we generate operating efficiencies at both the geography and enterprise level. Our geography operating expenses, which include regionally-based support personnel and other operating costs to support our geographies, are expected to decrease over time as a percentage of revenue as our physician partners add members and our revenue grows. Our operating expenses at the enterprise level include resources and technology to support payor contracting, clinical program development, quality, data management, finance and legal functions. We continue to enhance existing service offerings by designing and developing technology and clinical solutions that can be leveraged by the entire platform across all geographies. While we expect our absolute investment in our enterprise resources to increase over time, we expect it will decrease as a percentage of revenue when we are able to scale this investment across a broader group of physician partners and our attributed membership. We expect our general and administrative expenses to increase in absolute dollars in the future as we continue to invest to support growth of our business, as well as due to the costs required to operate as a public company, including resulting from increased cost of insurance coverage, investments in internal audit, investor relations and financial reporting functions, fees paid to the exchange on which we list our securities and increased legal and audit fees. The operating efficiencies we are able to achieve with our aligned partnership model have enabled us to grow operating costs to support live geographies and enterprise functions by 12% year-over-year for the year ended December 31, 2020, while revenue grew 53% over the same period.

The table below illustrates our live geographies and enterprise level operating expenses since 2018 (dollars in thousands):

	2018			2019			2020
Platform supporting costs	$	59,254		$	89,266		$	99,943
% of Revenue		13	%		11	%		8	%
Note: Represents costs to support our live geographies and enterprise functions, which are included in general and administrative expenses.

Investing in Growth

We expect to continue to focus on long-term growth through investments in onboarding new geographies onto our platform and supporting the continued growth of physicians in our existing geographies. Our new geography investments include establishing local market infrastructure and investments to drive the improvement in cost and quality ahead of a geography becoming live. Following the launch of our foundational partnership with COPC in 2017, the average total launch cost, including both implementation year costs and initial losses (if applicable), for subsequent partnerships has been $4.2 million.

We intend to continue to invest in improving the agilon platform and our technology to drive medical margin growth and enable further reinvestment in local care delivery. We also intend to continue to invest in growing our existing geographies by attracting new PCPs to join our local physician partners. In support of that, we may provide capital support to accelerate the recruitment of new PCPs to our anchor partners. Accordingly, in the short term, we expect our operating expenses to increase. However, in the long term, we anticipate that these investments will positively impact our results of operations.

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Impact of Seasonality

Our business is influenced by seasonality in the following primary manners:

• Growth in New Membership—While new members are attributed to our platform throughout the year, our largest amount of growth typically occurs in January of each year. Operations in our new geographies generally begin on January 1, at which time our MA payors attribute members from our new physician partners to our platform as our agreements with those payors in those geographies become effective. This coincides with the beginning of the Medicare program year. Similarly, our same market growth within a given year is typically greatest in January, as a result of the outcome of the Medicare Open Enrollment Period (sometimes called Annual Election Period or AEP), which runs each year from October 15 to December 7.

• Per Member Revenue—Our revenue is a function of the percent of premium we have negotiated with our payors as well as our ability to accurately and appropriately document the acuity of a member’s total health status. We experience an element of seasonality with respect to our average per member revenue as it generally declines over the course of a given year. This results from the monthly cycle of (i) attributed members aging into Medicare, who typically have lower acuity profiles (and, therefore, lower average per member revenue rates) and (ii) older members with more severe acuity profiles (and, therefore, higher per member revenue rates) expiring. Additionally, in January of each year, CMS resets county-level benchmark rates, the risk adjustment factor for each member based upon health conditions documented in the prior year, and other components of premium revenue. The collective impact of these revisions has historically led to an increase in our average per member revenue.

• Medical Expense—Medical expense is driven by utilization of healthcare services by attributed membership. There are seasonal factors that can influence healthcare utilization, such as the flu season or the number of calendar or working days in a given period.

Impact of COVID-19

Since March 2020, we have implemented precautionary measures to protect the health and safety of our employees, physicians and members in connection with the COVID-19 pandemic. Because COVID-19 infections have been reported throughout the United States, certain national, provincial, state and local governmental authorities have issued proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future.

The ultimate impact of the COVID-19 pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic and any additional preventative and protective actions that governments, or we, may direct, which may result in an extended period of continued business disruption. The ultimate impact of these matters to us and our financial condition cannot be reasonably estimated at this time.

Throughout most of 2020, our members incurred lower healthcare costs than we would have otherwise expected, which resulted in lower medical services expenses incurred. Average medical services expense per member declined 3% relative to 2019. This reduction was impacted by the temporary deferral of non-essential care amid the COVID-19 pandemic and improved medical cost management, among other factors. These costs may be incurred at future points in time, and it is possible that the deferral of healthcare services, or the impact of our members (who are seniors typically with chronic conditions) being diagnosed with COVID-19, could cause additional health problems in our existing members, which could increase our costs in the future. We cannot accurately estimate the net ultimate impact, positive or negative, to medical services expense at this time.

Given the disruption caused by COVID-19, it is unclear whether our physicians will be able to document the health conditions of our members as comprehensively as they did in historical periods. Because risk adjustment factors in the current period are based on the preceding year’s diagnosed disease conditions, our revenue in future periods may be adversely impacted.

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On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted to provide economic relief to individuals and businesses facing economic hardship as a result of the COVID-19 public health emergency. The CARES Act includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The changes in tax law did not have a material impact on our results of operations for the year ended December 31, 2020. We will continue to monitor possible future impacts of changes in tax legislation.

See “Risk Factors—Risks Related to Our Business—The spread of, and response to, the novel coronavirus, or COVID-19, underscores certain risks we face and the rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact to us of COVID-19.”

Key Financial and Operating Metrics

All of our key metrics exclude historical results from our California operations, which are included as discontinued operations in our consolidated financial statements. See “—California Operations.”

We monitor the following key financial and operating metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. We believe the following key metrics are useful in evaluating our business (dollars in thousands):

	As of and for the Year Ended December 31,
	2020		2019			% change
MA members(1)		131,000		90,200			45	%
Medical services revenue	$	1,214,270	$	788,566			54	%
Medical margin	$	192,393	$	63,192			204	%
Network contribution(2)	$	99,016	$	25,598			287	%
Adjusted EBITDA(2)	$	5,827	$	(56,711	)		110	%

(1) Excludes MA members with physician groups contracted to go-live on January 1, 2021.

(2) Network contribution and Adjusted EBITDA are non-GAAP financial measures. See “—Non-GAAP Financial Measures” for additional information, including reconciliations to the most directly comparable GAAP measures.

Medicare Advantage Members

Our MA members include all individuals enrolled in an MA plan that are attributed to the PCPs on our platform at the end of a given period.

Medical Services Revenue

Our medical services revenue consists of capitation revenue under contracts with various payors. Under the typical capitation arrangement, we are entitled to PMPM fees to provide a defined range of healthcare services for MA health plan members through our contracted physician partners and affiliated PCPs. Such fees are typically based on a defined percentage of corresponding premium which payors receive from CMS. We recognize capitation revenue over the period eligible members are entitled to receive healthcare services.

Medical Margin

Medical margin represents the amount earned from medical services revenue after medical services expenses are deducted. Medical services expense represents costs incurred for medical services provided to our

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members. As our platform matures over time, we expect medical margin to increase in absolute dollars. However, medical margin PMPM may vary as the percentage of new members brought onto our platform fluctuates. New membership added to the platform is typically dilutive to medical margin PMPM. Furthermore, in light of COVID-19, we continue to evaluate the ultimate impact of the pandemic on medical margin.

The following table presents our medical margin (dollars in thousands):

	Year Ended December 31,
	2020			2019
Medical services revenue	$	1,214,270		$	788,566
Medical services expense		(1,021,877	)		(725,374	)
Medical margin	$	192,393		$	63,192

Network Contribution

We define network contribution as medical services revenue less the sum of: (i) medical services expense and (ii) other medical expenses excluding costs incurred in implementing geographies. Other medical expenses consist of physician incentive expense related to surplus sharing and other direct medical expenses incurred to improve care for our members. We believe this metric provides insight into the economics of our Total Care Model as it includes all medical services expense associated with our members’ care as well as partner incentive and additional medical costs we incur as part of our aligned partnership model. Other medical expenses are largely variable and proportionate to the level of surplus in each respective geography.

The following table presents our network contribution (dollars in thousands):

	Year Ended December 31,
	2020			2019
Medical services revenue	$	1,214,270		$	788,566
Medical services expense		(1,021,877	)		(725,374	)
Other medical expenses—live geographies(1)		(93,377	)		(37,594	)
Network contribution	$	99,016		$	25,598

(1) Excludes costs in geographies for which we are contracted to go live in January of the following period. For the years ended December 31, 2020 and 2019, costs incurred in implementing geographies were $8.9 million and $2.9 million, respectively.

See “—Non-GAAP Financial Measures” for information regarding our use of network contribution and a reconciliation of income (loss) from operations to network contribution.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) adjusted to exclude: (i) income (loss) from discontinued operations, net of income taxes, (ii) interest expense, (iii) income tax expense (benefit), (iv) depreciation and amortization costs, (v) geography entry costs, (vi) share-based compensation expense, (vii) severance and related expense and (viii) certain other items that are not considered by us in the evaluation of ongoing operating performance. Net income (loss) is the most directly comparable GAAP measure to Adjusted EBITDA.

See “—Non-GAAP Financial Measures” for information regarding our use of Adjusted EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA.

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California Operations

During 2020, we implemented a plan to divest all of our California operations, which includes the entirety of our Medicaid line of business, via three separate transactions with different parties. In August 2020, we disposed of our Southern California operations for a gross sale price of $2.5 million and recognized a gain on sale of $1.3 million. In October 2020, we disposed of our Fresno, California operations for a gross sales price of $26.0 million and recognized a gain on sale of approximately $19.1 million. In December 2020, we signed a definitive agreement to sell our remaining California operations for a gross sales price of $1.0 million. The sale closed in February 2021. Our California operations are reflected in the consolidated financial statements as discontinued operations. Income (loss) from discontinued operations for the year ended December 31, 2020 includes $3.7 million of severance related to the disposition of our California operations.

Key Components of Our Results of Operations

Revenues

Medical Services Revenue

Our medical services revenue consists of capitation revenue under contracts with various payors. Under the typical capitation arrangement, we are entitled to PMPM fees to provide a defined range of healthcare services for MA health plan members through our contracted physician partners and affiliated PCPs. Such fees are typically based on a defined percentage of corresponding premium which payors receive from CMS. We recognize capitation revenue over the period eligible members are entitled to receive healthcare services.

Medical services revenue constitutes substantially all of our total revenue, accounting for 100% and 99% of our total revenues for the years ended December 31, 2020 and 2019, respectively.

For additional discussion related to our revenue, see “—Critical Accounting Estimates—Revenue Recognition” and Note 2 to our audited consolidated financial statements included elsewhere in this prospectus.

Operating Expenses

Medical Services Expense

In each of our geographies, a network of physicians, hospitals and other healthcare providers provide care to our members. Medical services expense represents costs incurred for medical services provided to our members. Our medical services expense trends primarily relate to changes in per visit costs incurred by our members, along with changes in health system and provider utilization of services. Medical services expenses are recognized in the period in which services are provided and include estimates of our obligations for medical services that have been rendered by third parties, but for which claims have either not yet been received, processed or paid.

For additional discussion related to our medical services expense, see “—Critical Accounting Estimates— Medical Services Expense and Related Payables” and Note 2 to our audited consolidated financial statements included elsewhere in this prospectus.

Other Medical Expenses

Other medical expenses include: (i) partner physician incentive expense and (ii) other provider costs. Partner physician incentive expense represents incentive obligations to our physician partners corresponding to a portion of the surplus generated in our geographies, which is a function of medical services revenues less the sum of medical services expenses, other provider costs and market operating costs, for the respective geography. Physician payment amounts payable are reconciled quarterly, and settlement payments are typically issued to providers on an annual basis in arrears, with interim payments issued periodically. Other provider costs include payments for additional incentives support physician-patient engagement, certain other medical costs, and other care management expenses that help to create medical cost efficiency. Other provider costs include costs incurred for payments for geographies that are in implementation and are not yet generating revenue.

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General and Administrative

General and administrative expenses consist of market-based support personnel and other operating costs to support our geographies, personnel and other operating costs to support our enterprise functions, and investments to support development and expansion of our physician partners. Our enterprise functions include salaries and related expenses, stock-based compensation, operational support expenses, technology infrastructure, finance, legal, as well as other costs associated with the continued growth of our platform. For the purposes of calculating physician partner incentive expense, we allocate a portion of our enterprise general and administrative expenses to our geographies.

General and administrative expenses also include severance, investments to support the development and expansion of our physician partners, management fees paid to our majority shareholder and accruals for unasserted claims.

Depreciation and Amortization

Depreciation and amortization expenses are associated with our property and equipment and acquired intangible assets. Depreciation includes expenses associated with buildings, computer and network equipment, furniture and fixtures, and leasehold improvements. Amortization primarily includes expenses associated with acquired intangible assets.

Other Income (Expense)

Other Income (Expense), Net

Other income (expense), net includes the following items:

• Interest income, which consists primarily of interest earned on our cash and cash equivalents and restricted cash and cash equivalents; and

• Equity income (loss) from unconsolidated joint ventures.

Interest Expense

Interest expense consists primarily of interest expense associated with our outstanding debt, including amortization of debt discounts and costs.

Income Tax Benefit (Expense)

We are subject to corporate U.S. federal, state and local income taxation. Deferred tax assets are reduced by a valuation allowance to the extent management believes it is not more likely than not to be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Management makes estimates and judgments about future taxable income based on assumptions that are consistent with our plans and estimates.

Total Discontinued Operations

Total discontinued operations consist of the results of our California operations, which includes the entirety of our Medicaid line of business.

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Results of Operations

	Year Ended December 31,
	2020			2019
	(dollars in thousands)
Revenues:
Medical services revenue	$	1,214,270		$	788,566
Other operating revenue		4,063			5,845
Total revenues		1,218,333			794,411
Expenses:
Medical services expense		1,021,877			725,374
Other medical expenses		102,306			40,526
General and administrative		137,292			122,832
Depreciation and amortization		13,531			12,253
Total expenses		1,275,006			900,985
Income (loss) from operations		(56,673	)		(106,574	)
Other income (expense):
Other income (expense), net		2,465			955
Interest expense		(8,135	)		(9,068	)
Income (loss) before income taxes		(62,343	)		(114,687	)
Income tax benefit (expense)		(865	)		232
Income from continuing operations		(63,208	)		(114,455	)
Discontinued operations:
Income (loss) before impairments, gain (loss) on sales and income taxes		(20,049	)		(86,108	)
Impairments		—			(98,343	)
Gain (loss) on sales of assets, net		20,401			—
Income tax benefit (expense)		2,804			16,166
Total discontinued operations		3,156			(168,285	)
Net income (loss)		(60,052	)		(282,740	)
Noncontrolling interests’ share in discontinued operations		—			152
Net income (loss) attributable to common shares	$	(60,052	)	$	(282,588	)

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The following table presents our results of operations as a percentage of total revenues:

	Year Ended December 31,
	2020			2019
Revenues:
Medical services revenue		100	%		99	%
Other operating revenue		—			1
Total revenues		100	%		100
Expenses:
Medical services expense		84			91
Other medical expenses		8			5
General and administrative		11			15
Depreciation and amortization		1			2
Total expenses		105			113
Income (loss) from operations		(5	)		(13	)
Other income (expense):
Other income (expense), net		—			—
Interest expense		(1	)		(1	)
Income (loss) before income taxes		(5	)		(14	)
Income tax benefit (expense)		—			—
Income from continuing operations		(5	)		(14	)
Discontinued operations:
Income (loss) before impairments, gain (loss) on sales and income taxes		(2	)		(11	)
Impairments		—			(12	)
Gain (loss) on sales of assets, net		2			—
Income tax benefit (expense)		—			2
Total discontinued operations		—			(21	)
Net income (loss)		(5	)		(36	)
Noncontrolling interests’ share in discontinued operations		—			—
Net income (loss) attributable to common shares		(5	)%		(36	)%

Comparison of Year Ended December 31, 2020 and 2019

Medical Services Revenue

	Year Ended December 31,						Change
	2020			2019			$		%
	(dollars in thousands)
Medical services revenue	$	1,214,270		$	788,566		$	425,704		54	%
% of total revenues		100	%		99	%

Medical services revenue increased by 54%, due primarily to growth in average membership of 46% which was attributable to four new geographies that began to generate revenue in 2020 and growth in our existing geographies. The increase in medical services revenue was also driven, to a lesser extent, by a 6% increase in PMPM capitation rates.

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Medical Services Expense

	Year Ended December 31,						Change
	2020			2019			$		%
	(dollars in thousands)
Medical services expense	$	1,021,877		$	725,374		$	296,503		41	%
% of total revenues		84	%		91	%

Medical services expense increased by 41% due to average membership growth of 46%, partially offset by a decrease in average medical services expense per member of 3%, which was impacted by the temporary deferral of non-essential care amid the COVID-19 pandemic and improved medical cost management.

Other Medical Expenses

	Year Ended December 31,						Change
	2020			2019			$		%
	(dollars in thousands)
Other medical expenses	$	102,306		$	40,526		$	61,780		152	%
% of total revenues		8	%		5	%

Other medical expenses increased by $61.8 million, or 152%, for the year ended December 31, 2020 compared to 2019. Partner physician incentive expense increased by $45.9 million to $65.3 million in 2020 compared to $19.4 million in 2019, which is a result of improvements in medical margin and expenses incurred for geographies that became operational in 2020. Other provider costs increased by $16.0 million to $37.0 million in 2020 compared to $21.0 million in 2019, resulting from the increase in the number of geographies and members on our platform. Other provider costs for the year ended December 31, 2020 include $8.9 million of costs related to geographies that became operational in January 2021. In addition, for a geography in which we commenced implementation and became operational in 2020 we incurred $2.1 million of other provider costs. Other provider costs for the year ended December 31, 2019 include $2.9 million of costs related to geographies that became operational in 2020.

General and Administrative

	Year Ended December 31,						Change
	2020			2019			$		%
	(dollars in thousands)
General and administrative	$	137,292		$	122,832		$	14,460		12	%
% of total revenues		11	%		15	%

General and administrative expenses increased $14.5 million, or 12%, for the year ended December 31, 2020 compared to 2019. Operating costs to support our live geographies and enterprise functions increased by $10.9 million to $100.0 million in 2020 compared to $89.1 million in 2019 due primarily to growth in operating costs incurred to support geographies that became operational in 2020, including $1.4 million of cost to support a geography in which we commenced implementation and became operational in 2020. Operating costs to support our live geographies and enterprise functions as a percentage of revenue decreased from 11% to 8% during the year ended December 31, 2019 and 2020, respectively. Investments to support geography entry increased to $17.9 million in 2020, compared to $6.9 million in 2019 due to increased costs associated with our geographies that become operational in the following calendar year. In aggregate, costs incurred for severance, stock-based compensation and fees paid to our majority shareholder increased to $12.0 million in 2020, compared to $10.0 million in 2019, while accruals for unasserted claims decreased by $9.4 million to $7.4 million in 2020 compared to $16.8 million in 2019.

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Total Discontinued Operations

	Year Ended December 31,						Change
	2020			2019			$		%
	(dollars in thousands)
Total discontinued operations	$	3,156		$	(168,285	)	$	171,441		102	%
% of total revenues		—	%		(21	)%

Total discontinued operations for the year ended December 31, 2020 generated income of $3.2 million compared to losses of $168.3 million in 2019. During 2020, we completed the dispositions of our Southern California and Fresno operations, recognizing aggregate gain on sales of $20.4 million. The year ended December 31, 2019 included: (i) intangible asset impairments of $98.3 million and (ii) $21.4 million of accelerated amortization expense on an abandoned intangible asset. Additionally, medical margin and general and administrative expenses related to discontinued operations declined during 2020 as a result of our planned disposition of California operations. For additional discussion related to discontinued operations, see Note 19 to our audited consolidated financial statements included elsewhere in this prospectus.

Non-GAAP Financial Measures

In addition to providing results that are determined in accordance with GAAP, we present network contribution and Adjusted EBITDA, which are non-GAAP financial measures.

We define network contribution as medical services revenue less the sum of: (i) medical services expense and (ii) other medical expenses excluding costs incurred in implementing geographies. Other medical expenses consist of physician incentive expense related to surplus sharing and other direct medical expenses incurred to improve care for our members. We believe this metric provides insight into the economics of our Total Care Model as it includes all medical services expense associated with our members’ care as well as partner incentive and additional medical costs we incur as part of our aligned partnership model. Other medical expenses are largely variable and proportionate to the level of surplus in each respective geography.

We define Adjusted EBITDA as net income (loss) adjusted to exclude: (i) income (loss) from discontinued operations, net of income taxes, (ii) interest expense, (iii) income tax expense (benefit), (iv) depreciation and amortization expense, (v) geography entry costs, (vi) share-based compensation expense, (vii) severance and related costs and (viii) certain other items that are not considered by us in the evaluation of ongoing operating performance.

Income (loss) from operations is the most directly comparable GAAP measure to network contribution. Net income (loss) is the most directly comparable GAAP measure to Adjusted EBITDA.

We believe network contribution and Adjusted EBITDA help identify underlying trends in our business and facilitate evaluation of period-to-period operating performance of our live geographies by eliminating items that are variable in nature and not considered by us in the evaluation of ongoing operating performance, allowing comparison of our recurring core business operating results over multiple periods. We also believe network contribution and Adjusted EBITDA provide useful information about our operating results, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to key metrics we use for financial and operational decision-making. We believe network contribution and Adjusted EBITDA or similarly titled non-GAAP measures are widely used by investors, securities analysts, ratings agencies, and other parties in evaluating companies in our industry as a measure of financial performance. Other companies may calculate network contribution and Adjusted EBITDA or similarly-titled non-GAAP measures differently from the way we calculate these metrics. As a result, our presentation of network contribution and Adjusted EBITDA may not be comparable to similarly titled measures of other companies, limiting their usefulness as comparative measures.

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Adjusted EBITDA is not considered a measure of financial performance under GAAP, and the items excluded therefrom are significant components in understanding and assessing our financial performance. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as an alternative to such GAAP measures as net income (loss), cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance or liquidity. Some of these limitations are:

• Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;

• Adjusted EBITDA does not reflect interest expense, or the requirements necessary to service interest or principal payments on debt;

• Adjusted EBITDA does not reflect income tax expense (benefit) or the cash requirements to pay taxes;

• Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;

• Although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and

• The expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from similarly titled non-GAAP financial measures.

The following table sets forth a reconciliation of income (loss) from operations to network contribution using data derived from our consolidated financial statements for the periods indicated (dollars in thousands):

	Year Ended December 31,
	2020			2019
Income (loss) from operations	$	(56,673	)	$	(106,574	)
Other operating revenue		(4,063	)		(5,845	)
Other medical expenses		102,306			40,526
Other medical expenses (live geographies)(1)		(93,377	)		(37,594	)
General and administrative		137,292			122,832
Depreciation and amortization		13,531			12,253
Network contribution	$	99,016		$	25,598

(1) Represents physician incentive expense related to surplus sharing and other direct medical expenses incurred to improve care for our members in our live geographies. Excludes costs in geographies for which we are contracted to go live in January of the following period. For the years ended December 31, 2020 and 2019, costs incurred in implementing geographies were $8.9 million and $2.9 million, respectively.

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The following table sets forth a reconciliation of net income (loss) to Adjusted EBITDA using data derived from our consolidated financial statements for the periods indicated (dollars in thousands):

	Year Ended December 31,
	2020			2019
Net income (loss)	$	(60,052	)	$	(282,588	)
(Income) loss from discontinued operations, net of income taxes		(3,156	)		168,285
Interest expense		8,135			9,068
Income tax expense (benefit)		865			(232	)
Depreciation and amortization		13,531			12,253
Geography entry costs(1)		27,100			9,787
Severance and related costs		4,009			3,675
Management fees(2)		1,530			1,885
Stock-based compensation expense		6,472			4,399
Other(3)		7,393			16,757
Adjusted EBITDA	$	5,827		$	(56,711	)

(1) Represents direct geography entry costs, including investments to develop and expand our platform, physician incentive expense, employee-related expenses and marketing. For the years ended December 31, 2020 and 2019, (i) $8.9 million and $2.9 million, respectively, are included in other medical expenses and (ii) $17.9 million and $6.9 million, respectively, are included in general and administrative expenses.

(2) Represents management fees and other expenses paid to CD&R. In connection with our initial public offering, we expect to terminate our consulting agreement with CD&R. See “Certain Relationships and Related Party Transactions.”

(3) Primarily relates to changes in non-cash accruals for unasserted claims.

Liquidity and Capital Resources

Overview

We have historically financed our operations primarily through funds generated from our capitation arrangements with payors, issuances of equity securities and borrowings under the Credit Facilities. We generate cash primarily from our contracts with payors, and we generally invest any excess cash in money market accounts, which are classified as cash and cash equivalents. As of December 31, 2020, we had cash and cash equivalents of $106.8 million.

We expect to continue to incur operating losses and generate negative cash flows from operations for the foreseeable future due to the investments we intend to continue to make in expanding our business and additional general and administrative costs we expect to incur to operate as a public company. As a result, we may require additional capital resources to execute strategic initiatives to grow our business.

Our primary uses of cash include payments for medical claims and other medical expenses, administrative expenses, costs associated with the development of new geographies and expansion of existing geographies, debt service and capital expenditures. Final reconciliation and receipt of amounts due from payors are typically settled in arrears, following completion of the contractual program year.

Based on our planned operations, we believe our existing cash and cash equivalents, as well as available borrowing capacity under the Credit Facilities, will be sufficient to meet our working capital and capital expenditure needs over at least the next 12 months, though we may require additional capital resources in the future. We have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect.

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We estimate that we will receive net proceeds from this offering of approximately $                , after deducting estimated underwriting discounts and commissions in connection with this offering and estimated offering expenses payable by us, based upon an assumed initial public offering price of $                 per share, which is the midpoint of the price range set forth on the cover page of this prospectus. We intend to use such net proceeds for general corporate purposes.

We may require additional financing to fund working capital and pay our obligations. We may seek to raise any necessary additional capital through a combination of public or private equity offerings and/or debt financings. There can be no assurance that we will be successful in acquiring additional funding at levels sufficient to fund our operations or on terms favorable to us, if at all. If adequate funds are not available on acceptable terms when needed, we may be required to significantly reduce operating expenses, which may have a material adverse effect on our business, financial condition, cash flows and results of operations. If we do raise additional capital through public or private equity or debt financings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our existing stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

Our ability to pay dividends to holders of our common stock is significantly limited as a practical matter by our growth plans as well as the Credit Facilities insofar as we may seek to pay dividends out of funds made available to us by agilon management or its subsidiaries, because the Credit Facilities directly or indirectly restrict agilon management’s ability to pay dividends or make loans to us. The borrower on the Credit Facilities is agilon management a wholly-owned subsidiary. The Secured Credit Facility is guaranteed by certain of our subsidiaries, a pledge of our equity interest in agilon management and a pledge of all the assets of agilon management (all subject to customary exceptions). Under the terms of the Secured Credit Facility, agilon management ability to pay dividends or lend to us is restricted.

Cash Flows

The following summary discussion of our cash flows is based on the consolidated statements of cash flows. The following table sets forth changes in cash flows (dollars in thousands):

	Year Ended December 31,
	2020			2019
Net cash provided by (used in) operating activities	$	(53,204	)	$	(103,861	)
Net cash provided by (used in) investing activities	$	22,066		$	(5,060	)
Net cash provided by (used in) financing activities	$	24,621		$	176,298

Net Cash Provided by (Used in) Operating Activities

Net cash used in operating activities was $53.2 million for the year ended December 31, 2020 compared to $103.9 million for the year ended December 31, 2019. The decline in net cash used in operating activities was primarily a result of an increase in medical margin, partially offset by higher physician incentive payments.

Our cash flow from operations is dependent upon the number of members on our platform, the timing of settlements with payors and the level of operating and general and administrative expenses necessary to operate and grow our business, among other factors.

Net Cash Provided by (Used in) Investing Activities

Net cash provided by investing activities was $22.1 million for the year ended December 31, 2020 compared to net cash used in investing activities of $5.1 million for the year ended December 31, 2019. The

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increase in net cash from investing activities was primarily a result of proceeds received of: (i) $26.2 million from the disposition of our Southern California and Fresno operations; and (ii) $2.0 million from the partial repayment of a loan receivable.

Net Cash Provided by (Used in) Financing Activities

Net cash provided by financing activities was $24.6 million for the year ended December 31, 2020 compared to $176.3 million for the year ended December 31, 2019. The decline in net cash provided by financing activities was primarily a result of higher capital raised from private sales of our common stock in 2019 compared to 2020, as well as the repurchase of common stock in 2020.

Debt Obligations

Secured Credit Facility

As of December 31, 2020, our Secured Credit Facility includes the Secured Term Loan Facility of up to $60.0 million and the Secured Revolving Facility of up to $60.0 million, subject to a $10.0 million limitation on cash holdings and the capacity to issue standby letters of credit in certain circumstances up to a maximum of $40.0 million. The Secured Revolving Facility is scheduled to mature on July 1, 2021, and the Secured Term Loan Facility is scheduled to mature on July 1, 2022. As of December 31, 2020, we had $48.6 million outstanding under the Secured Term Loan Facility, and availability under the Secured Revolving Facility was $41.5 million as we had outstanding letters of credit under our Secured Revolving Facility totaling $18.5 million. No amounts have been drawn on the outstanding letters of credit as of December 31, 2020. Our wholly-owned subsidiary, agilon health management, inc. is the borrower under the Secured Credit Facility.

The Secured Credit Facility contains customary covenants including, among other things, limitations on restricted payments including: (i) dividends and distributions from restricted subsidiaries, (ii) requirements of minimum financial ratios and (iii) limitation on additional borrowings based on certain financial ratios. Failure to meet any of these covenants could result in an event of default under the agreement. If an event of default occurs, the lenders could elect to declare all amounts outstanding under the agreement to be immediately due and payable. As of December 31, 2020, we were in compliance with all covenants under the Secured Credit Facility.

Unsecured Debt

As of December 31, 2020, we have a $20.0 million Unsecured Credit Facility with a lender affiliated with the CD&R Investor (the “unsecured debt”). The unsecured debt’s interest rate is fixed at 11.50% and matures in December 2023. Our wholly-owned subsidiary, agilon health management, inc. is the borrower under the unsecured debt.

2021 Secured Credit Facilities

On February 18, 2021, we executed a credit facility agreement (as amended by the First Amendment to Credit Agreement, dated as of March 1, 2021, the “2021 Secured Credit Facilities”). The 2021 Secured Credit Facilities include: (i) a $100.0 million senior secured term loan (the “2021 Secured Term Loan Facility”) and (ii) a $100.0 million senior secured revolving credit facility (the “2021 Secured Revolving Facility”) with a capacity to issue standby letters of credit in certain circumstances up to a maximum of $80.0 million. Subject to specified conditions and receipt of commitments, the 2021 Secured Term Loan Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by up to (i) $50.0 million plus (ii) an additional amount determined in accordance with a formula tied to repayment of certain of our indebtedness. The maturity date of the 2021 Secured Credit Facilities is February 18, 2024 or, following the consummation of this offering (so long as this offering generates total gross proceeds in excess of $500.0 million), February 18, 2026.

The proceeds from the 2021 Secured Term Loan Facility were used to refinance our outstanding indebtedness under the Secured Credit Facility and Unsecured Credit Facility, with the remaining $30.1 million for working capital and other general corporate purposes.

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At our option, borrowings under the 2021 Secured Credit Facilities, as defined in the credit agreement, can be either: (i) LIBO Rate Loans or (ii) Base Rate Loans. LIBO Rate Loans bear interest at a rate equal to the sum of 4.00% (stepping down to 3.50% on and following October 1, 2023) and the higher of (a) LIBO, as defined in the credit agreement, and (b) 0%. Base Rate Loans bear interest at a rate equal to the sum of 3.00% (stepping down to 2.50% on and following October 1, 2023) and the highest of: (a) 0.50% in excess of the overnight federal funds rate, (b) the prime rate established by the administrative agent from time to time, (c) the one-month LIBO rate (adjusted for maximum reserves) plus 1.00% and (d) 0%. Additionally, we pay a commitment fee on the unfunded 2021 Revolving Credit Facility amount of 0.50% (stepping down to 0.375% on and following October 1, 2023). We must also pay customary letter of credit fees.

The 2021 Secured Credit Facilities contain customary covenants including, among other things, limitations on restricted payments including: (i) dividends and distributions from restricted subsidiaries, (ii) requirements of minimum financial ratios, and (iii) limitation on additional borrowings based on certain financial ratios.

For additional discussion on our debt obligations, see Note 10 to our audited consolidated financial statements included elsewhere in this prospectus and “Description of Certain Indebtedness.”

Contractual Obligations and Commitments

The following table summarizes our material contractual payment obligations and commitments as of December 31, 2020 (dollars in thousands):

	Total		Payments Due by Period
			2021		2022-2023		2024-2025		More than Five Years
Term loan(1)	$	48,649	$	3,041	$	45,608	$	—	$	—
Unsecured debt(1)		20,000		—		20,000		—		—
Operating leases		11,268		3,554		4,559		1,201		1,954
Capital commitments(2)		18,662		16,412		2,250		—		—
Interest(3)		12,459		6,459		3,726		2,274		—
Total	$	111,038	$	29,466	$	76,143	$	3,475	$	1,954

(1) On February 18, 2021, we executed a credit facility agreement that includes a $100.0 million senior secured term loan, which was used to repay the term loan and unsecured debt presented in the table above.

(2) Represents capital commitments to physician partners to support physician partner expansion and related purposes.

(3) Interest on variable-rate debt is calculated using rates in effect as of December 31, 2020.

For additional discussion on our operating leases, other liabilities and capital commitments, see Notes 5, 9 and 11, respectively, to our audited consolidated financial statements included elsewhere in this prospectus.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements as of December 31, 2020.

Critical Accounting Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our historical experience, known trends and events and various other assumptions that we believe are reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of

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revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our consolidated financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. For a more detailed discussion of our significant accounting policies, see Note 2 to our audited consolidated financial statements included elsewhere in this prospectus. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.

Principles of Consolidation

The consolidated financial statements include the accounts of agilon health, our wholly-owned subsidiaries and entities that we control, through voting rights or other means. We consolidate investments in variable interest entities (“VIEs”) when we are the primary beneficiary of the VIE. A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities that most significantly impact the VIE’s economic performance and has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE.

We make judgments about which entities are VIEs based on an assessment of whether: (i) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support, (ii) substantially all of an entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, or (iii) the equity investors as a group lack any of the following: (a) the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of an entity or (c) the right to receive the expected residual returns of an entity.

We also make judgments with respect to our level of influence or control over an entity and whether we are (or are not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to:

• which activities most significantly impact the entity’s economic performance, and our ability to direct those activities;

• our form of ownership interest;

• our representation on the entity’s governing body;

• the size and seniority of our investment;

• our ability to manage our ownership interest relative to other interest holders;

• our ability and the rights of other parties to participate in policy making decisions; and

• our ability to liquidate the entity.

Our ability to correctly assess our influence or control over a VIE when determining the primary beneficiary affects the presentation of these VIEs in our consolidated financial statements. When we perform a reassessment of the primary beneficiary at a date other than at inception of the VIE, our assumptions may be different and may result in the identification of a different primary beneficiary. If we determine that we are the primary beneficiary of a VIE, our consolidated financial statements include the operating results of the VIE.

Revenue Recognition

We recognize revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), which we adopted as of January 1, 2019 using the modified

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retrospective transition method. The adoption of ASC 606 had no impact on our revenue recognition, as revenue from our contracts with customers continues to be recognized over time as services are rendered, and therefore, no cumulative effect adjustment was recorded. Medical services revenue consists of capitation fees under contracts with various payors. Under the typical capitation arrangement, we are entitled to monthly PMPM fees to provide a defined range of healthcare services for MA health plan members attributed to our contracted physicians. PMPM fees are determined as a percent of the premium payors receive from CMS for these members. We generally accept full financial risk for members attributed to our contracted physicians, which means we are responsible for the cost of all healthcare services required by them. Contracts with payors are generally multi-year arrangements and have a single performance obligation that constitutes a series, as defined by ASC 606, to stand ready on a monthly basis to provide all aspects of necessary medical care to members for the contracted period. We recognize revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term.

The transaction price for our MA capitation contracts is variable as the PMPM fees to which we are entitled are subject to periodic adjustment under CMS’s risk adjustment payment methodology. CMS deploys a risk adjustment model that determines premiums paid to all payors according to each member’s health status and certain demographic factors. Under this risk adjustment methodology, CMS calculates the risk adjusted premium payment using diagnosis data from various settings. We and our healthcare providers collect and submit the necessary and available diagnosis data to payors and we utilize such data to estimate risk adjustment payments to be received in subsequent periods. Risk adjustment-related revenues are estimated using the most likely amount methodology and amounts are only included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. PMPM fees are also subject to adjustment for incentives or penalties based on the achievement of certain quality metrics defined in our contracts with payors. We recognize incentive revenue as earned using the most likely amount methodology and only to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved.

The determination of these estimates is subject to significant judgment. If these assessments were to change, the timing and amount of our revenue recognized would be impacted, which may be material to our consolidated financial statements.

Medical Services Expense and Related Payables

Medical services expense represents costs incurred for medical services provided to members by physicians, hospitals and other ancillary providers for which we are financially responsible, and which are paid either directly by us or by payors with whom we have contracted. Medical services expenses are recognized in the period in which services are provided and include estimates of our obligations for medical services that have been rendered by third parties, but for which claims have either not yet been received, processed or paid.

Such estimates are based on many variables, including utilization trends and historical and statistical lag analysis, among other factors. The assumptions for making such estimates and establishing liabilities are continually reviewed and updated, and any adjustments resulting therein are reflected in current period earnings. These estimates may differ from actual results, which could be material to our consolidated financial statements. The difference between the estimated liability and the related actual settlement of claims is recognized in the period the claims are settled.

If it is determined that our assumptions in estimating such liabilities are significantly different than actual results, our results of operations and financial position could be impacted in future periods. Adjustments of prior period estimates may result in additional medical care expense or a reduction of medical care expense in the period an adjustment is made. Further, due to the considerable variability of healthcare costs, adjustments to claim liabilities occur each period and may be significant as compared to the net income (loss) recorded in that period.

The estimate of medical costs payable represents our best estimate of our liability for unpaid medical costs.

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Impairment of Long-Lived Assets

Amortizable intangible assets include health plan contracts, trade names, provider networks, developed software, physician rosters and noncompete enforcement agreements. Amortization expense is computed using the straight-line method over the estimated useful life of these assets. We consider the period of expected cash flows and related underlying data used to measure the fair value of the intangible assets (or the length of time for a noncompete agreement) when selecting a useful life.

Intangible assets are subject to impairment tests when events or circumstances indicate that the carrying value of the asset, or related group of assets, may not be recoverable. In such circumstances, we compare the carrying value of an amortizable intangible asset to the estimated future undiscounted cash flows generated by the asset or asset group. The estimated future undiscounted cash flows are calculated using the lowest level of identifiable cash flows that are largely independent of the cash flows of other assets and liabilities.

The impairment tests are based on financial projections prepared by us that incorporate anticipated results from programs and initiatives being implemented. If projections are not met, or if negative trends occur that impact the outlook, the value of the intangible assets may be impaired.

Goodwill represents the acquired fair value of a business in excess of the fair values of tangible and identifiable intangible assets acquired. We test goodwill for impairment annually and on an interim basis if an event occurs or if circumstances change that would indicate the carrying amount may not be recoverable. When testing goodwill for impairment, we may first assess qualitative factors to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. If the qualitative assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, we perform the quantitative assessment. In the quantitative assessment, an estimate of the fair value of the reporting unit is determined primarily by an income approach, utilizing discounted cash flows and a market approach which considers comparable public companies and related transactions.

Due to the continued deterioration in the performance of our reporting unit, in the fourth quarter of 2019, we initiated a process to evaluate strategic alternatives for our California operations, including a sale or abandonment of all or substantially all of such operations. We therefore performed an assessment of the long-lived assets in the California reporting unit for impairment and determined that the carrying value of certain of those assets was not recoverable. Accordingly, we wrote-down such assets to fair value, resulting in the recognition of a $98.3 million impairment charge in the consolidated statements of operations for the year ended December 31, 2019. Our California operations, including the impairment charge, are presented as discontinued operations.

The determination of the fair value of intangible assets and goodwill involves significant judgment. This judgment is based on our analysis and estimates of fair value of intangible assets and goodwill, future operating results and resulting cash flows, and the period over which we will hold each asset. Our ability to accurately predict future operating results and resulting cash flows, and estimate fair values, impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our consolidated financial statements.

Stock-based Compensation

Stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized on a straight-line basis over the requisite service period for awards expected to vest. We determine the fair value of employee and director stock-based option awards subject to a service condition on the date of grant using the Black-Scholes option pricing model, unless the awards are subject to a market condition, in which case we use a Monte Carlo simulation valuation model. The Black-Scholes option pricing model and the Monte

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Carlo simulation model require the use of several highly subjective and complex assumptions to determine the fair value of stock-based awards. These variables include the following:

• Expected Term. The estimated term is equal to the mid-point between the weighted-average vesting period and the contract life of the option. This method is known as the simplified method and is utilized due to our relatively short history.

• Expected Volatility. We have limited information on the volatility of our stock as shares of our common stock are not actively traded on any public markets. The expected volatility was derived from the historical stock volatilities of comparable peer public companies.

• Risk-Free Interest Rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term.

• Expected Dividend. The expected dividend rate is zero because we have not historically paid and do not expect for the foreseeable future to pay a dividend on our common stock.

Certain of our arrangements provide for the vesting of share-based awards to third parties at the time of an initial public offering or sale of a controlling interest (“Change of Control Event”). Such share-based instruments granted to third parties are accounted for as non-employee awards for which compensation cost will be recognized upon the achievement of the underlying performance condition of a Change of Control Event. As the instruments are liability-classified, the amount of shares ultimately issued and related compensation cost will be measured on the vesting date. A Change of Control Event is not deemed probable until consummated. As of March 15, 2021, unrecognized stock-based compensation cost relating to these share-based instruments is approximately $269 million.

We continue to use judgment in evaluating the expected volatility and expected term utilized in our stock-based compensation expense calculation on a prospective basis. As we continue to accumulate additional data related to our common stock, we may refine our estimates of expected volatility and expected term, which could materially impact our future stock-based compensation expense.

Common Stock Valuation

As there has been no public market for shares of our common stock to date, the estimated fair value of our shares has been determined by our board of directors as of the date of each grant of a share-based award, with input from management, considering the most recently available third-party valuations of our common stock and our board of directors’ assessment of additional objective and subjective factors that we believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant. Our board of directors intends all options granted to be exercisable at a price per share not less than the per share fair value of our common stock underlying those options on the date of grant. We use both the income and market approach valuation methods, in addition to giving consideration to recent secondary sales of our common stock. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate based on our weighted-average cost of capital, which is adjusted to reflect the risks inherent in our cash flows. The market approach estimates value based on a comparison of the subject company to comparable public companies in a similar line of business. From the comparable companies, a representative market value multiple is determined and then applied to the subject company’s financial forecasts to estimate the value of the subject company.

The fair value of our common stock was determined at each valuation date in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation. The factors considered in determining the fair value include, but are not limited to, the following:

• valuations of our common stock completed on a regular basis;

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• our historical financial results and estimated trends and projections for our future operating and financial performance;

• likelihood of achieving a liquidity event, such as an initial public offering or sale of our company, given prevailing market conditions;

• the market performance of comparable, publicly-traded companies; and

• the overall economic and industry conditions and outlook.

Applying these valuation and allocation approaches involves the use of estimates, judgments and assumptions that are highly complex and subjective, such as those regarding our expected future revenue, expenses and cash flows, discount rates, valuation multiples, the selection of comparable public companies and the probability of future events. Changes in any or all of these estimates and assumptions, or the relationships between these assumptions, impact our valuation as of each valuation date and may have a material impact on the valuation of our common stock.

We will no longer apply these valuation and allocation approaches to determine the fair value of our stock following the completion of this offering because our common stock will be traded in the public market. We will continue to use the Black-Scholes and Monte Carlo models for option pricing following the consummation of this offering.

Recent Accounting Pronouncements

For the impact of new accounting standards, see Note 2 to the audited consolidated financial statements included elsewhere in this prospectus.

Quantitative and Qualitative Disclosures about Market Risks

We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates. We do not use derivative financial instruments in the normal course of business or for speculative or trading purposes.

Our exposures to market risk for changes in interest expense relate primarily to the Secured Credit Facility. Indebtedness under the Secured Credit Facility is floating rate debt and is carried at amortized cost. Therefore, fluctuations in interest rates will impact our consolidated financial statements. A rising interest rate environment will increase the amount of interest paid on this debt. A hypothetical 100 basis point change in interest rates would impact our interest expense by less than $1.0 million for the year ended December 31, 2020 .

We had cash, cash equivalents and restricted cash equivalents of $135.2 million as of December 31, 2020 , consisting primarily of bank deposits, certificates of deposit and money market funds. Such interest-earning instruments carry a degree of interest rate risk. The goals of our investment policy are liquidity and capital preservation. We believe that we do not have any material exposure to changes in the fair value of these assets as a result of changes in interest rates due to the short-term nature of our cash, cash equivalents and restricted cash equivalents.

Emerging Growth Company Status

We ceased to be an emerging growth company on December 31, 2020 because our annual gross revenues exceeded $1.07 billion for the year ended December 31, 2020. However, we will continue to be treated as an emerging growth company for disclosure purposes in this prospectus until the completion of our initial public offering.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private

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companies. We have elected to avail ourselves of this exemption from new or revised accounting standards. As a result, our consolidated financial statements may or may not be comparable to companies that comply with new or revised accounting pronouncements as of the effective dates applicable to public companies.

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BUSINESS

Overview

Our business is transforming healthcare by empowering the PCP to be the agent for change in the communities they serve. We believe that PCPs, with their intimate patient-physician relationships, are best positioned to drive meaningful change in quality, cost and patient experience when provided with the right infrastructure and payment model. Through our combination of the agilon platform, a long-term partnership model with existing physician groups and a growing network of like-minded physicians, we are poised to revolutionize healthcare for seniors across communities throughout the United States. Our purpose-built model provides the necessary capabilities, capital and business model for existing physician groups to create a Medicare-centric, globally capitated line of business. Our model operates by forming RBEs within local geographies, that enter into arrangements with payors providing for monthly payments to manage the total healthcare needs of our physician partners’ attributed patients (or, global capitation arrangements), contract with agilon to perform certain functions and enter into long-term professional service agreements with one or more anchor physician groups pursuant to which the anchor physician groups receive a base compensation rate and share in the savings from successfully improving quality of care and reducing costs.

Our company was formed in 2016, and we established our inaugural partnership with an anchor physician group in 2017. Our ability to rapidly build scaled positions in local communities has allowed us to grow to 16 anchor physician groups and 17 geographies in fewer than five years. Our platform has enabled us to grow our total membership by 45% and revenue by 53% from December 31, 2019 to December 31, 2020. Currently, the PCPs on our platform serve approximately 210,000 MA members on our platform, which includes approximately 49,000 MA patients with physician groups contracted to go-live on January 1, 2022. In addition, through our participation in the CMS Innovation Center Direct Contracting Model, our PCPs are expected to serve over 50,000 Medicare FFS beneficiaries through our five currently approved DCEs. For the year ended December 31, 2020, our DCEs did not contribute to our revenue.

Empower PCPs to Transform Care in Their Communities

The current state of the U.S. healthcare system is defined by:

• Unsustainably high and rising costs characterized by waste, unnecessary variation in care and poor patient experience and health outcomes;

• FFS reimbursement model focused on units of service rather than a coordinated approach to meet the unique needs of individual patients;

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• High incidence of physician burnout driven by growing administrative burden and the FFS reimbursement model;

• An aging U.S. population, with the over 65 population projected to grow from approximately 49 million in 2016 to approximately 77 million in 2034, driving Medicare growth and pressuring the healthcare system as average reimbursement fails to keep pace with the rise in average patient complexity;

• Rapid patient adoption of MA plans, private health plans administering Medicare benefits, as seniors increasingly value supplemental benefits and low monthly premiums;

• The Medicare population is projected to grow from approximately 62 million in 2020 to more than 70 million individuals in 2025 with a total spend of approximately $1.25 trillion, and MA enrollment comprised 37% of total Medicare enrollment in 2019 and is projected to comprise 47% of total Medicare enrollment in 2025;

• PCPs are positioned—but not currently empowered or incentivized—to act as the quarterback for healthcare delivery, with their decisions estimated to influence up to 90% of total healthcare spending according to a 2017 study; and

• The United States spends only 5% to 7% of its total healthcare dollars on primary care in contrast to 14% among OECD nations on average.

We believe that failing to empower PCPs has fostered waste, needless variability in care and unsustainable growth in healthcare costs. According to a 2019 article entitled “Waste in the US Health Care System: Estimated Costs and Potential for Savings” published in the Journal of the American Medical Association, failure of care delivery, failure of care coordination and overtreatment or low-value care were estimated to represent $205.3 billion to $345.1 billion of waste annually in the U.S. healthcare system. While there is broad recognition of the need to move beyond a volume-based, FFS reimbursement model, structural hurdles have impeded rapid adoption of a PCP-led Total Care Model.

To overcome these hurdles and achieve our mission of being the trusted long-term partner to community-based physicians, we have developed what we believe is a first-of-its-kind Total Care Model for community-based physicians that focuses exclusively on Medicare and manages subscription-like PMPM arrangements with health plans or directly with the government. The agilon Total Care Model is powered by our platform, enabled through a long-term partnership model and reinforced via our growing national network of like-minded physicians. Our position as innovators is demonstrated by a series of transformative accomplishments since the formation of the company in July 2016, and our first partnership in 2017, many of which we believe to be industry-firsts:

• Implemented the first MA multi-payor, globally capitated risk model with a community-based physician group in all of our diverse anchor geographies;

• Exported the Total Care Model from one to 17 geographies ranging from communities as small as Zanesville, Ohio to large and rapidly growing communities such as Austin, Texas;

• Built strong local positions with established community-based physician group leaders who have intimate and trusted relationships with patients in their communities, such as Austin Regional Clinic in Austin, Texas, Buffalo Medical Group in Buffalo, New York, Central Ohio Primary Care in Columbus, Ohio, Preferred Primary Care Physicians in Pittsburgh, Pennsylvania and Wilmington Health in Wilmington, North Carolina;

• Grew from approximately 24,000 MA members to approximately 210,000 MA members on our platform;

• Expanded from two payors to 15 payors on our platform; and

• Poised to participate in the Direct Contracting Model, with over 50,000 Medicare FFS beneficiaries expected to be served by our existing PCPs contracted through our five currently approved DCEs.

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Our business model is differentiated by its focus on existing community-based physician groups and is built around three key elements: (1) agilon’s platform; (2) agilon’s long-term physician partnership approach; and (3) agilon’s network. With our model, our goal is to remove the barriers that prevent community-based physicians from evolving to a Total Care Model, where the physician is empowered to manage health outcomes and the total healthcare needs of their attributed Medicare patients.

The result is PCPs transforming their historical transaction-based model to a long-term, holistic membership-based model that is reflective of the intimate and trusted relationship between physician and patient. Despite our history of net losses, we believe this membership-based model results in a recurring revenue stream and provides our anchor physician groups with access to an incremental profit margin opportunity based on delivering high-quality care and health outcomes. Freed from the constraints of the transactional FFS reimbursement model, our PCPs are empowered to practice team-based, coordinated care when addressing individual patient needs and transition to a sustainable long-term business model for their senior patients. We believe enabling PCPs to unlock the value of a Medicare-centric, globally capitated line of business while remaining independent can transform the community-based physician business model.

The agilon Platform: The agilon platform is holistic in supporting the rapid transition to a Total Care Model with technology, people, process and capital. Our purpose-built platform comprises an integrated set of capabilities designed to continuously improve. Our platform is delivered to our anchor physician groups through a long-term partnership model to support the adoption and success of a Medicare-centric, globally capitated line of business:

• Payor Engagement: In each community, we connect multiple payors, patients and physicians around a single, purpose-built platform for MA patients with one streamlined and simplified approach to quality, patient experience, clinical program management and financial management.

• Direct Contracting Model: Enables our PCPs to expand our Total Care Model to patients enrolled in traditional Medicare FFS through the CMS Innovation Center Direct Contracting Model. This enables our PCPs to align the healthcare delivery of MA and Medicare FFS patients, providing them with greater opportunities to engage these patients and improve their overall experience.

• Data Integration and Management: Integration with health plan systems, physician EMR systems, labs, pharmacies and other third-party platforms to organize disparate data into actionable insights for our PCPs to improve quality of care, cost and patient and physician experience.

• Clinical Programs and Product Development: Combining insights from evidence-based medicine and patient-level data, our medical leadership and local physician leaders develop high-value, actionable playbooks for physicians to deliver quality care, which include operational plans, analytics and tracking metrics.

• Quality (Clinical and Experience): The agilon platform provides actionable consolidated information, centralized and local resources and processes to expand access, strengthen the patient-physician relationship and reduce medically unnecessary drivers of healthcare costs.

• Growth: We enable our partners to create a local brand that embodies the value of the Total Care Model for patients as well as the history and culture of our physician partners. Through the development of this local brand and a Medicare-centric education approach, we enable our physician partners to actively engage with their approximately 220,000 patients that are currently Medicare-eligible but are not covered by an MA plan and their approximately 156,000 60-64 year old patients, to enable their patients to make educated healthcare choices. These existing patients represent a large, growing and durable source of potential attributed member growth.

• Performance Management Analytics: Our quality and cost network dashboards are continuously updated and used by physician group leaders to facilitate constructive dialogue and best practice sharing that benefits from the growth of the network.

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• Financial Management: Leveraging our dedicated team of subject-matter experts, and our robust technologies and capabilities, our platform operationalizes the finance elements of a risk-bearing structure.

• National Policy: We believe we are able to unite the voices of our community-based physician leaders to inform and advance policy in Washington, D.C.

agilon’s Long-term Physician Partner Model: We built the agilon platform to be deployed through an aligned long-term partnership model with community-based physician groups to move healthcare closer to the physician, be outcome-centric and optimize the long-term sticky relationship between a patient and their existing physician. Through this partnership, our physician partners’ existing MA patient panels are attributed to our platform through our subscription-like PMPM agreements with payors. The combination of these subscription-like agreements, the sticky patient-physician relationship and our long-term partnership model, which is typically 20 years in duration, results in a growing and recurring revenue stream and provides significant visibility into the near-term and long-term financial trajectory for both agilon and our anchor physician groups. In January of each year, we typically have visibility into greater than 90% of that year’s projected revenue. As earnings are generated at the local level due to improvements in quality of care and management of healthcare costs, we share those earnings with our anchor physician groups.

The power of our local partnership model is defined by the scale, breadth and local brand of our physician partners. On average, our anchor physician groups have been serving their communities for more than 40 years, have a PCP tenure of approximately 13 years and receive exceptionally strong NPS from their PCPs and patients in live geographies of 73 and 83, respectively. We believe this gives us the ability to influence the local healthcare delivery system at scale. We expect our physician partner patient panels to systematically migrate to MA as the patient population ages and our partnerships mature. We estimate that the number of Medicare FFS patients, Medicare-eligible patients and patients expected to age into Medicare over the next five years in our existing physician partner patient populations is approximately 375,000.

agilon’s Network: Enhancing the power and growth of the agilon platform is the rapidly expanding group of leading community-based physician partners, functioning as a collaborative group through the agilon network. We believe the power of this network is demonstrated by our ability to add new physician partners and to attract additional PCPs to our physician partners. For example, in Ohio we have grown from one physician partner to five physician partners, approximately 180 PCPs to approximately 360 PCPs and approximately 21,000 members to approximately 65,000 members in fewer than four years. Columbus, the first market we entered in Ohio, has grown membership at a CAGR of 17%, and membership in Ohio overall has grown at a CAGR of 41%. The ability to share best practices, influence the development of the platform, compare notes on the transition to a Total Care Model and learn from one another represents a valuable opportunity for physicians who intentionally choose an independent path rather than joining a health system or insurance provider. We believe the power of a like-minded group of community-based physicians, many of whom are leaders in their community, will enhance innovation, growth, quality of care and patient experience, and ultimately strengthen the power of the independent physician business model in local communities across the country.

The agilon Flywheel Effect: Our platform, partnership and network model enable our physician partners to be the quarterback for healthcare delivery in their community, and successfully operate a Medicare-centric, globally capitated line of business. This generates improving quality and cost outcomes, growing membership and increasing medical margin per member, which we share with our physician partners pursuant to our long-term partnership model. We believe this continuous improvement in patient and physician engagement and experience leads to more PCPs joining our platform and ultimately improves the success of each physician partner on the platform. As our platform grows, we believe we will be able to leverage our scale to drive additional investment in our geographies to accelerate this flywheel for the benefit of our physician partners and their patients. The power of the agilon flywheel is highlighted by our total membership growth of 45%, of which 42% was driven by same geography membership growth and 58% was driven by entry into new geographies,

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from December 31, 2019 to December 31, 2020. Over the same period, we had revenue of $1.2 billion and a net loss of $60.1 million.

Our Market

In 2020, approximately 62 million Americans were enrolled in Medicare nationally, of which we estimate approximately 27 million to be affiliated with independent physicians. We consider near-term growth opportunities to be geographies with independent physician groups and further refine our prioritized geographies based on criteria to identify physician groups that are well-positioned to succeed in a Total Care Model and would benefit from joining the agilon platform.

We consider our current addressable market to be the estimated 17.5 million Medicare beneficiaries affiliated with independent PCPs in states in which we already have a physician partner or a signed letter of intent with a physician group as of January 2021, and those in which we have identified near-term prioritized geographies. Based on 2021 estimated average annual revenue per Medicare member to us of approximately $10,000, we estimate that this represents a total addressable market size of approximately $175 billion in 2020. We believe this addressable market will increase to nearly 20 million Medicare beneficiaries and $253 billion by 2025, based on CMS projected Medicare enrollment and spending per beneficiary growth rates.

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(1) 2020 Medicare spend for total Medicare beneficiaries is based on CMS spend per beneficiary.

(2) 2025 Medicare spend for total Medicare beneficiaries, beneficiaries attributed to independent PCPs and agilon total addressable market is based on CMS projected Medicare enrollment and spending per beneficiary growth rates.

Of our estimated 2020 addressable market, $80 billion is concentrated in states in which we currently have a physician partner or a signed letter of intent with a physician group as of January 2021, and $24 billion is based in counties in which we currently have a physician partner or a signed letter of intent with a physician group as of January 2021. In addition to the MA members our physician partners currently serve, we estimate our physician partners also serve approximately 375,000 patients that are addressable, which includes all Medicare FFS beneficiaries and commercial patients expected to age into Medicare over the next five years. This represents a 2020 market size of approximately $3.8 billion, using the same assumed annual revenue per Medicare member to us.

In addition, we see an additional opportunity for growth of our addressable market in physicians currently affiliated with health systems or insurance providers who become increasingly dissatisfied with those models. In considering our total addressable market, please also see “Risk Factors—Risks Related to Our Business.”

We have experienced substantial membership and revenue growth in our live geographies, as highlighted in the below graph. Membership in our live geographies has grown at a CAGR of approximately 65% from December 31, 2017 to December 31, 2020. Our revenue has grown at a CAGR of approximately 83% over the same period. Our membership on the platform as of December 31, 2020 represents less than 1% of total MA lives in our current addressable market. We have a history of net losses, we expect our expenses will increase as our membership and revenue grow, and we may not be able to achieve or maintain profitability.

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Total membership has increased 45% from 90,200 at December 31, 2019 to 131,000 at December 31, 2020. Total revenues increased 53% from $794.4 million in the year ended December 31, 2019 to $1.2 billion in the year ended December 31, 2020. For the years ended December 31, 2019 and 2020, respectively, our net loss was $282.7 million and $60.1 million and our Adjusted EBITDA was $(56.7) million and $5.8 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for more information as to how we define and calculate Adjusted EBITDA and for a reconciliation of net loss, the most comparable GAAP measure, to Adjusted EBITDA.

Industry Challenges and Our Opportunity

We believe that failing to empower PCPs to drive meaningful change in quality, cost and patient experience has fostered waste, unnecessary variability in care and poor patient experience and health outcomes. The pressure to see more patients under the current FFS reimbursement model coupled with increasing administrative burden has resulted in physician dissatisfaction. Despite their proximity to patients, PCPs often do not have the capabilities or incentive to more effectively control delivery of care or to improve patient experience and health outcomes. We believe there is a significant opportunity to impact growth in U.S. healthcare costs and change the trajectory of the primary care business model through a platform, such as ours, in which PCPs are empowered to manage health outcomes and the total healthcare needs of their attributed Medicare patients and share in the financial surplus created to the extent premiums received exceed the cost of medical care.

Unsustainably high and rising U.S. healthcare costs

The U.S. healthcare industry is the largest in the world. According to CMS, U.S. national healthcare expenditures are expected to increase from $3.81 trillion in 2019 to $4.01 trillion in 2020. CMS projects that by 2028, healthcare expenditures will reach $6.20 trillion and will account for 19.7% of the U.S. GDP, up from 17.7% in 2018. Despite this level of spending, U.S. healthcare outcomes remain inferior relative to those of other OECD countries. According to a 2018 report, the U.S. ranked 54^th in overall healthcare efficiency based on a weighted average of life expectancy, relative cost per capita and absolute cost per capita of healthcare. In addition to these inefficiencies, industry dynamics have led to significant variability in the quality and cost of healthcare services. A study by the NIH found a 36% difference in price between high priced and low priced physician practices for the most commonly billed PCP services. Moreover, the quality of healthcare services can vary dramatically across providers. According to the CMS, the predicted risk-adjusted 30-day readmission rate for hospitals across the country ranges from 2% to 30% with a median of 17%.

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Patients are dissatisfied with the fragmented and uncoordinated healthcare experience

In the current FFS model, reimbursement is focused on units of service rather than a coordinated approach to meet the unique needs of individual patients. As a result, care delivery is often uncoordinated, leaving patients frustrated and responsible to navigate their own way through a fragmented and complex healthcare system.

PCPs are well-positioned to be agents of change

According to Oregon’s Patient-Centered Primary Care Home Program, every $1 spent on primary care services can save $13 of future healthcare costs. Across the U.S., there are more than 486,000 active PCPs who serve as patients’ first and most frequent point of contact for their healthcare experience. This trusted position enables PCPs to act as the quarterback for the long-term health of their patients through the identification of individual health needs and implementation of high-value interventions. We believe that PCPs operating in this capacity represent the key to transforming the healthcare system.

The trajectory of the current independent primary care business model is unsustainable

In the current FFS reimbursement model, as average reimbursement rates decline, PCPs must increase the number of patients they see to sustain their practice. This volume-based model perpetuates physician burnout and jeopardizes the long-term sustainability of the independent primary care business model. According to a 2019 report, more than 50% of family physicians show symptoms of burnout, driven in part the FFS reimbursement model and increasing administrative burden. We believe this has been exacerbated by the effects of COVID-19.

Physician dissatisfaction coupled with inadequate physician compensation is having a significant negative impact on the primary care landscape. Medscape’s 2020 Physician Compensation Report shows that more than 50% of PCPs do not feel fairly compensated, and 23% of all physicians would not choose medicine as their career today.

Growth of the complex and costly Medicare population is accelerating pressure on primary care

The Medicare population is expected to grow from approximately 62 million individuals in 2020 to approximately 70 million individuals by 2025. As Medicare patients increasingly represent a larger portion of the patient population, we believe the pressure on the strained primary care delivery system and overall healthcare system will accelerate. The Health Resources and Services Administration has found that approximately 83 million Americans live in areas designated as having a shortage of PCPs, with a current PCP shortage of approximately 15,000. The estimated shortage of PCPs is expected to grow over the next several years, projected to reach approximately 20,000 to 50,000 in the 2030’s. Further, the Medicare population is medically complex and disproportionately drives utilization of healthcare services. For example, more than two-thirds of Medicare members suffer from two or more chronic illnesses, and Medicare members accounted for 31% of hospital admissions in 2017 despite representing only 18% of the U.S. population at that time. In addition, average Medicare FFS reimbursement is significantly lower than average commercial reimbursement, compensating PCPs less for complex and resource-intensive patients. We believe the imbalance between the needs of the Medicare population and a health system not rewarding PCPs, its most impactful care coordinators, is unsustainable.

We believe the healthcare industry has reached an inflection point and is ripe for a bold, disruptive approach. The state of primary care, increasing pressures from an aging population and an FFS reimbursement model that is not aligned with efforts to improve healthcare quality, cost and patient experience is creating an inflection point for physicians, payors and patients.

Structural Hurdles to Adoption of a Total Care Model

We believe that all key stakeholders—patients, physicians and payors—benefit significantly from an environment where PCPs are empowered to manage health outcomes and the total healthcare needs of their

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attributed Medicare patients versus operating in the current FFS reimbursement model that primarily rewards units of service. However, over time, the existing FFS system has created structural hurdles that now impede rapid and broad adoption of a PCP-led Total Care Model.

PCPs lack the incentive structure to reorganize the healthcare delivery system.

The FFS reimbursement model forces PCPs to narrowly focus on the unit of care. Rather than rewarding PCPs for influencing health behaviors, improving the quality of care and effectively managing healthcare costs, the current incentive structure fosters waste and inefficiencies. We believe this creates significant opportunity for a platform that can change the payment model for PCPs.

PCPs lack the infrastructure to participate in a multi-payor model.

PCPs typically contract with multiple payors, each with a unique care delivery and quality framework. Accordingly, PCPs are required to organize services, deliver care and measure quality based on the specific insurance of each individual patient, resulting in administrative burden and a fragmented patient experience. We believe this creates significant opportunity for a platform that can create a unified experience for physicians across multiple payors.

PCPs lack the breadth of capabilities and resources necessary to transition to a Total Care Model.

Participation in a Total Care Model, in which a PCP assumes financial responsibility for their patients, requires technology, people, process and capital. For example, PCPs require technology to capture data and risk-stratify populations to better manage clinical outcomes, processes to improve quality of care and manage healthcare costs, and an ability to engage with payors to support different forms of payment. PCPs today do not have the time or the access to expertise and capital necessary to buy, build or implement these capabilities. Further, we believe that approximately two-thirds of physicians believe that current value-based care models will negatively impact their practice. We believe this creates significant opportunity for a platform that can unify a broad set of capabilities and deliver them in a model that allows them to be utilized in an integrated and outcome-centric manner.

PCP groups are highly fragmented and lack the benefits of scale.

PCP groups are highly localized and fragmented. Fragmentation has exacerbated the challenge of moving towards a Total Care Model as scale supports the ability to take on financial risk, access new and different infrastructure and develop comprehensive models for managing the total care of a population. We believe this creates significant opportunity for a platform that allows physicians to remain independent but access necessary financial resources, infrastructure and a collaborative network of like-minded partners.

Limited long-term, deep collaboration between payors and physicians.

We believe that payors generally recognize that PCPs are critical in directing and managing the total cost of care. Payors have attempted to increase their proximity to PCPs through acquisitions and investments in clinical delivery and technologies. However, a payor’s ability to impact physician workflow continues to be structurally limited by the multi-payor nature of most physician practices. This makes it challenging for any single payor to achieve the level of integration we believe is needed to improve clinical engagement and effectively manage healthcare costs. We believe this creates significant opportunity for a platform that can create alignment between payors and physicians while supporting the need to have access to multiple payors.

Our Answer

We have created a Total Care Model for community-based physicians that focuses exclusively on Medicare and manages the comprehensive healthcare needs of our members through subscription-like PMPM arrangements with health plans or directly with CMS—powered by the agilon platform, enabled through a long-term partnership model and reinforced via a growing national network.

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Our business model is differentiated by its focus on existing community-based physician groups and is built around three key elements: (1) agilon’s platform; (2) agilon’s long-term physician partnership approach; and (3) agilon’s network. With our model, our goal is to remove the barriers that prevent community-based physicians from evolving to a Total Care Model, where the physician is empowered to manage health outcomes and the total healthcare needs of their attributed Medicare patients. The result is PCPs transforming their historical transaction-based model to a long-term, holistic membership-based model that is reflective of the intimate and trusted relationship between physician and patient.

The agilon Platform: The agilon platform is focused on existing community-based physician groups, senior patients within these practices and enabling our physician partners to rapidly move to a subscription-like Total Care Model. Our platform is holistic in supporting the rapid transition to a Total Care Model with technology, people, process and capital, and recognizes that enhanced capabilities are needed at multiple levels and must be deeply integrated within existing physician group operating processes to successfully execute the transition. The agilon platform was co-developed and has been continuously refined with our physician partners since the formation of the company. This enables the platform to meet the specific needs of community-based physicians, who continuously accrue knowledge and benefit from a growing network of physician partners. Today, the platform is deployed across 17 diverse geographies in conjunction with 15 different payors, serving 210,000 MA members on our platform. The platform’s scalability is reflected in both the number of members onboarded and the diverse nature of our physician partners and our geographies. Our anchor physician group partners range from groups with approximately 30,000 commercial patients, Medicare FFS patients and MA patients to approximately 370,000. We serve communities that range in total population from approximately 225,000 to 3.2 million and adult population from approximately 137,000 to 2.5 million, MA penetration rates that range from 27% to 64% and five-year CAGR growth rates that range from 2% to 16%. The proportion of MA members that have selected a PPO insurance product as a percentage of total MA membership in our geographies ranges from 25% to 78%. Our anchor physician groups serve from approximately 6% to 59% of MA lives in their respective primary service areas.

The agilon platform comprises an integrated set of capabilities, delivered as a unified platform to enable successful partnerships at the community level, create a national network of PCPs and physician groups and empower our PCPs to improve health outcomes for their patients.

Purpose-Built Full Stack Platform

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We deliver a unified platform of integrated, constantly improving capabilities to our physician partners through a long-term partnership model:

Platform Capabilities:

• Payor Engagement: In each community, we connect multiple payors, patients and physicians around a single, purpose-built platform for MA patients with one approach to quality, patient experience, clinical program management and financial management. Under our multi-year contracts with payors, agilon receives a percentage of total premiums and is responsible for managing the cost of the total healthcare needs of patients attributed to our PCPs. In 2021, we anticipate working with 15 payors, nine of which were live in 2020 and five of which went live in 2021, across a total of approximately 40 local contracts. Five of our payors are national, and our relationships with them across geographies support the portability of the agilon platform.

• Direct Contracting Model: In each community we serve, our Total Care Model can be extended to patients enrolled in traditional Medicare through the CMS Innovation Center Direct Contracting Model. Through five currently approved DCEs, which encompass more than 500 of our existing PCPs providing care to over 50,000 traditional Medicare members in seven geographies, current and new physician partners may participate in the Direct Contracting Model. The ability to align the management for MA and Medicare FFS through the Direct Contracting Model gives agilon and its physician partners greater opportunities to engage patients, improve the overall patient experience and strengthen the collaborative relationships our partners have with other providers in their communities.

• Data Integration and Management: Our purpose-built and flexible platform enables ease of integration with payor systems, physician EMR systems, labs, pharmacies and other third-party platforms, encompassing millions of data records each month. The agilon platform extracts needed financial, clinical and social determinants data and organizes this disparate data to enable easy consumption by physicians in order to improve quality of care, cost and patient experience.

• Clinical Programs and Product Development: This component of the platform includes shared technology infrastructure, analytics and modular clinical products (e.g., products designed to enhance care coordination, quality management, and value-based care delivery) that are co-developed with our physicians and can be deployed and seamlessly integrated across our network to drive improved health outcomes. Combining insights from evidence-based medicine and patient-level data, our medical leadership and local physician leaders develop high-value actionable playbooks for partner physicians to deliver quality care, which include operational plans, analytics and tracking metrics.

Recently developed clinical products include our referral management product, which leverages our unique dataset, clinical analytics and technology-driven workflows to provide PCPs with evidence-based resources to identify top-performing, high-quality specialists in their service area. Performance evaluations are developed through several data sources as well as evidence-based care pathways, quality metrics and comparative analytics. These performance evaluations, along with EMR integration and an end-to-end referral management platform, enables a referrals process that we believe can reduce variability in quality of patient care and improve care coordination between PCPs and specialists. We believe that variation in specialty care contributes to lower quality of care and increased healthcare costs, and providing PCPs with access to better data and tools to effectively manage referrals provides an opportunity to reduce this waste.

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• Quality (Clinical and Experience): The agilon platform provides actionable consolidated information, centralized and local resources and processes to expand access, strengthen the patient-physician relationship and reduce medically unnecessary drivers of healthcare costs. Approximately 90% of agilon members in our live geographies are currently enrolled in 4-STAR-rated or higher plans, compared to 77% of MA members nationally. More than 90% of our providers surveyed in our live anchor physician groups believed that the quality of care programs developed through the agilon network enabled our physician partners to provide better care to their patients. Based on data from most of our anchor partners, approximately 50% of total medical costs are driven by specialists, with the potential for wide variability in costs depending on the quality of the specialist providing care.

• Growth: We enable our partners to extend their local brand into a senior care brand for their Total Care Model that embodies the history and culture of their local physician group. Through the development of this local brand and a Medicare-centric education approach, patients have access to information and communication about the MA plans for which our physician partners participate as a network provider, and about the MA program generally, enabling our physician partners to actively engage with their approximately 220,000 patients that are currently Medicare-eligible but are not covered by an MA plan and their approximately 156,000 60-64 year-old patients, to enable their patients to make educated healthcare choices. These existing patients represent a large, growing and durable source of potential attributed member growth. We believe many of these patients will enroll in MA plans and fuel our local attributed member growth over the coming years. During the year ended December 31, 2020, individuals who aged-in to MA or transitioned to MA from traditional Medicare were the primary driver of our 17% same-geography growth in existing geographies.

• Performance Management Analytics: One of the most powerful parts of our platform is enabled by the peer-to-peer comparison of efficiency and clinical metrics at the physician, population and network level. Our quality and cost network dashboards are continuously updated and used by physician group leaders to facilitate constructive dialogue and best practice sharing that benefit from the growth of the network. Through benchmarking performance to national standards, as well as local performance, we create a culture of relentless focus on improving care quality and patient experience.

• Financial Management: Leveraging our dedicated team of subject-matter experts, and our robust technologies and capabilities, our platform operationalizes the finance elements of a risk-bearing structure. These capabilities include timely and accurate reporting, actuarial analytics and support, strategic planning and forecasting, and reconciliation and auditing of revenues and healthcare expenses. These capabilities help to optimize performance and accelerate cash distributions to our physician partners, and are being enabled across 17 geographies, 15 payors and approximately 400 plan benefit packages.

• National Policy: We believe we are able to unite the voices of our community-based physician leaders to inform and advance policy in Washington, D.C. Together with our physician partners, we identify issues of significant impact to PCPs, such as telehealth policy, the details of Direct Contracting Models

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and MA payment. We regularly meet with policymakers and policy shapers in Washington, D.C. to help inform the national dialogue and future policies governing these critical issues.

agilon’s Long-term Physician Partner Model

We built the agilon platform to be deployed through an aligned long-term partnership model with community-based physician groups to address the need to move healthcare closer to the physician, be outcome-centric and optimize the long-term sticky relationship between a patient and their existing physician. This model allows agilon to make significant early investments that enable our physician partners to rapidly transition to a Total Care Model and grow a Medicare-centric, globally capitated line of business. The ability to deliver actionable insight at the patient and physician level delivered through our aligned partnership model with peer-to-peer physician feedback drives accountability and accelerates the pace of change. Our anchor physician group relationships have the following characteristics:

• Long-term partnership model that allows both agilon and physicians to take the long-term view and benefit from the maturity of a growing number of members on the platform;

• Shared governance and co-location of staff to manage our local partnerships;

• Local dyad leadership structure that includes a medical director from the local anchor physician group;

• Local brand which reflects the local anchor physician group or geography;

• Capital from agilon to support value-based care infrastructure supporting the delivery of high-quality healthcare, and 100% downside protection, which removes a major obstacle to physicians making the leap to a Total Care Model;

• Operating leverage created by amortizing centralized investments in the platform infrastructure across a growing number of physician partners; and

• Surplus dollars generated locally due to improvements in quality of care and healthcare costs are shared with the local anchor physician group. We believe this will allow physicians to unlock the value in their practices by moving to a membership-based model that is better aligned with the long-term physician-Medicare patient relationship.

In each of our geographies, we enter into subscription-like PMPM agreements with payors to manage the total healthcare costs of our attributed members. Through this partnership model, we believe we:

• empower PCPs to act as the quarterback for healthcare delivery;

• enable PCPs to define a tailored patient experience across multiple payors;

• create an operating partnership and economic model built around improved health outcomes instead of a transaction-based model; and

• align the physician business model with the strength of their long-term patient relationships enabling the long-term growth of independent, community-based physician groups.

The power of our local partnership model is defined by the scale, breadth and local brand of our physician partners. On average, our anchor physician groups have been serving their communities for more than 40 years, have a PCP tenure of approximately 13 years, and receive exceptionally strong NPS from their PCPs and patients in live geographies of 73 and 83, respectively. We believe this gives us the ability to influence the local healthcare delivery system at scale. We expect our physician partner patient panels to systematically migrate to MA as the patient population ages and our partnerships mature. We estimate that the number of Medicare FFS patients, Medicare-eligible patients and patients expected to age into Medicare over the next five years in our existing physician partner patient populations is approximately 375,000.

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The table below presents an overview of our anchor physician groups:

In addition to our anchor physician groups in the table above, we have broadly contracted with PCPs across the state of Hawaii and have developed select deeper primary care relationships within that network.

Our Network

We believe the agilon network creates significant value for our patients, our physician partners, our payors and our organization. The ability to share best practices, compare notes on the transition to a Total Care Model and learn from one another represents a valuable opportunity for physicians who intentionally choose an independent path rather than joining a health system or insurance provider. Our physician partners are both collaborative and constructively competitive in service of their patients. We believe the power of a like-minded group of community-based physicians, many of whom are leaders in their community, will enhance innovation, growth, quality of care and patient experience, and ultimately strengthen the power of the independent physician business model in local communities across the country.

Through our scaled and growing network, we continue to rapidly develop and improve a suite of clinical programs and processes for use by our physician partners. Our clinical product development, designed to support our physician partners in their delivery of high-quality care, is performed in full partnership with our physician partners and engages national experts in the requisite specialty area to co-develop cutting-edge programs that support our physician partners in meeting or exceeding national benchmarks. We believe the quality and savings opportunities from such innovations are tremendous. As an example of shared learning and collaboration which we have helped facilitate, our physician partners have led the development of high-value clinical pathways for specific disease states, including osteoarthritis, CHF and coronary artery disease that have been adopted across our network. Additionally, outcomes from these clinical programs are enhanced by the application of performance management analytic capabilities and peer-to-peer comparison of efficiency and clinical metrics at the physician, population and network levels.

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As a result of COVID-19, we have taken a number of steps to continue to support and strengthen our network. This was highlighted by physicians from across the country coming together for daily huddles at the outset of the pandemic on clinical and operational impacts of COVID-19, as well as regular conference calls with recognized national experts in which up to 200 physicians and team members across our network participated. Through these interactions, physicians were able to gain insight into best practices, share knowledge and develop programs to influence appropriate and innovative care delivery for their patients.

Value Proposition to Stakeholders

Our Total Care Model empowers community-based physician groups to lead local healthcare transformation and ensure the long-term sustainability of the community-based physician model.

We believe the benefits of this differentiated model to community-based physician groups and the patients they serve include:

• Rapid creation of a Medicare Total Care Model. Our platform provides the technology, people, process and capital to participate in a Total Care Model. Through the Total Care Model, PCPs take financial responsibility for the healthcare needs of their patients, removing the transactional-based incentives and constraints of the traditional FFS reimbursement model. The Total Care Model enables our PCPs to take a long-term view of their relationships with their patients and allocate resources to meet individual member health needs.

• Sustainable long-term business model alongside commercial and Medicare FFS. We believe that more than two-thirds of independent PCPs are willing to consider an acquisition of their practice. Our platform provides an alternative by enabling physician partners to share in the economics of delivering high-quality, cost-effective care to their existing Medicare populations while maintaining their other lines of business.

• Provides access to network of like-minded partners. Our growing scale provides access to a collaborative network of like-minded partners to help facilitate the successful deployment of clinical best practices across our geographies. We believe this network also attracts new physicians to join, as access to cross-market know-how and best practices encourages success in a Total Care Model.

• Improved economics. We believe the economics of a Total Care Model can be transformative to PCPs. We believe that as members mature on our platform, physicians have the opportunity to significantly improve the long-term economics of their practice.

• Improving the physician experience. We believe our platform enables our PCPs to be the quarterback for delivery of healthcare services to their MA members through a single, multi-payor platform. Our PCPs working with our live anchor physician groups reported a 73 average NPS in 2020 for their local anchor physician group, which equals or exceeds leading consumer brands such as Southwest Airlines and Apple.

• Improving the patient experience. Our model enables the PCP to play the role of quarterback, enhancing the patient-physician relationship and providing for a more integrated healthcare experience, supporting increased patient satisfaction and better health outcomes. Our members attributed to our live anchor physician groups reported an exceptionally strong 83 average NPS score in 2020 for their local anchor physician group. Additionally, more than 90% of our members attributed to our live anchor physician groups report being satisfied or extremely satisfied with their ability to access their provider’s practice when they have a question or need care, and 95% agree or strongly agree that they receive comprehensive, high-quality care from their provider or practice. We believe our differentiated patient experience also enhances the attractiveness of MA for Medicare-eligible patients, which

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enables our payors to grow their MA membership base, in some cases above market rates. For the year ended December 31, 2020, our membership has grown at approximately two times the average growth of the Medicare patient population in our live anchor geographies.

• Supporting superior health outcomes. We believe our platform provides the resources and network of shared experience to support superior health outcomes by equipping PCPs with the know-how and best practices to be able to identify and close CMS quality of care gaps and improve their patients’ experience. Further, we believe our Total Care Model provides greater stability and predictability for CMS, the Medicare program and its beneficiaries in the communities our physician partners serve. For example, in 2019, 78% of our members attributed to our live anchor physician groups attended their wellness visits, compared to the FFS national average CMS Annual Wellness Visit completion rate of 35% in 2019, enabling our PCPs to comprehensively assess members’ overall health condition and appropriately manage their care. Additionally, in 2019, our members’ ER utilization was 42% lower than the local FFS benchmark, inpatient acute utilization was 47% lower than the local FFS benchmark, and hospital re-admission rate was 26% lower than the local FFS benchmark. Approximately 90% of our members in live geographies are currently enrolled in 4- and 5-STAR-rated plans compared to 77% of the MA population nationally.

We have also become an important strategic partner for our payors, as we are a material portion of their membership base, delivery network and annual membership growth in many of the geographies we serve. Through our subscription-like agreements, we ensure a consistent gross margin on a growing membership base. The strength of our relationships with payors has resulted in our establishment of national joint-operating committees with five national health plans through which we develop, execute and monitor a strategy for growth and performance as part of their Medicare delivery network.

Our Strengths

Local and National Leadership and First-Mover Dynamics

Core to our model is partnering in local geographies with leading physician groups that have already built significant scale and strong brands in the communities they serve. Our local leadership is highlighted by the fact that in multiple geographies, our anchor physician groups serve more than 15% of the total adult population in the counties they serve. We believe our anchor physician groups are a critical component of their local healthcare delivery system. On average, our anchor physician groups have been serving their communities for more than 40 years, have a PCP tenure of approximately 13 years and receive exceptionally strong NPS from their PCPs and patients in our live geographies of 73 and 83, respectively.

We believe we are pioneers in providing a full-risk, multi-payor Total Care Model within our local geographies, our growing regional hubs and the country. We believe we are the only MA multi-payor, globally capitated risk vehicle available for independent physician groups to access a Total Care Model in our local geographies. These multi-payor relationships coupled with the end-to-end platform we provide to our anchor physician groups enables them to often be the first Medicare-centric, globally capitated network in their geography, enhancing their already established leadership position. We believe this ultimately leads to more physicians joining our physician partners. The sustainability of this local leadership position is also enhanced by our long-term partnerships with our anchor physician groups.

We’ve established a strong local leadership position in 17 geographies creating what we believe to be the first national platform for a Medicare-centric, globally capitated line of business. We believe our position as a first-mover creates a competitive advantage, resulting in other independent physician groups viewing us as an established and trusted partner. Our leadership position has translated to 210,000 total MA members on our platform. Because of the size and scale of our network, we also expect to be able to add over 50,000 Medicare FFS lives to our platform in 2021 through the Direct Contracting Model.

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Long-Term Economic Model

We believe our membership and per-member profitability will grow over time due to structural characteristics inherent to our long-term partnerships, durable and growing MA membership within our physician partners and the nature of the MA economic model. The key strengths of our economic model include:

• We believe we have the ability to generate significant, recurring and growing medical margin in concert with our physician partners over the course of our long-term partnerships and the inherently sticky physician-patient relationship. These durable relationships allow physician partners to invest time and resources to support our members’ long-term health outcomes through preventative services and increased coordination across the entire care continuum.

• Our partnerships with our anchor physician groups are structured as long-term contractual relationships, typically for 20 years.

• Average physician tenure within our anchor physician groups is 13 years.

• Patients 65 years of age and older remain with their PCP for an average of 10 years, according to a 2004 study.

• Embedded same-geography, long-term organic membership growth resulting from our physician partners’ existing patients who age into Medicare and elect to enroll in MA or who elect to convert from Medicare FFS to MA over the life of our long-term partnership. Expanding this model to include patients enrolled in traditional Medicare through the Direct Contracting Model further increases the value of our long-term partnerships.

Although we have incurred net losses since our formation in 2016, we believe that the combination of a growing membership base and improving medical margin over the life of our long-term partnerships creates a significant LTV for the geographies we enter. As our members age and our physician partners become more adept at effectively managing the continuum of care of our members under a Total Care Model, we have observed that the profitability (measured by medical margin PMPM) of our live geographies, or a cohort of members within a live geography, typically increases over time. The below data illustrates how select live geographies at different maturities have grown and performed since joining the platform, including results for the year ended December 31, 2020. The medical margin PMPM data presented below reflect the ongoing dilutive impact of new members in any year. Since we commenced operations in 2017, medical margin profiles of cohorts of members grouped by enrollment year have historically improved over their duration on our platform. In future periods, we expect to have geographies with different medical margin PMPM starting points and trajectories.

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With over 375,000 embedded non-MA patients in our existing geographies, and 70% of our members as of December 31, 2020 on our platform for fewer than three years, we believe that we are well positioned to benefit from significant embedded margin growth from our long-term economic model by improving healthcare outcomes and effectively managing costs. While we believe this data accurately reflects the directional margin maturity trends in our geographies, the most recent year includes the impact of utilization avoidance resulting from COVID-19. We cannot accurately estimate the net ultimate impact to medical services expense at this time. See “—Impact of COVID-19 Pandemic on Our Business” and “Risk Factors—Risks Related to Our Business—The spread of, and response to, the novel coronavirus, or COVID-19, underscores certain risks we face and the rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact to us of COVID-19.”

We are able to access this attractive LTV through what we believe to be a low-cost and increasingly cost-efficient model. Our cost to launch a new physician partnership represents the most significant cash outlay in our model. In the implementation year, we incur stand-up costs related to developing local operational infrastructure and dedicated resources, including hiring local teams and establishing clinical programs prior to commencement of operations. We also provide 100% downside protection to our partners by funding losses, including losses that may occur in the early years of a physician partner’s transition to the Total Care Model. Following the launch of our foundational partnership with COPC in 2017, the average total launch cost, including both implementation year costs and initial losses (if applicable), for subsequent partnerships has been $4.2 million, with a range of implementation costs across our geographies of $1.5 million to $8.7 million. After a partnership has been launched, we drive same-market organic growth with little incremental cost. From December 31, 2019 to December 31, 2020, same-geography membership increased by 17% across our existing geographies. Over the same period, we had local sales and marketing costs of $2.1 million and investments to support existing physician partners’ growth of $13.7 million across all geographies in the aggregate, collectively representing less than 1% of medical services revenue for the year ended December 31, 2020. We believe this low-cost and increasingly cost-efficient growth model represents a significant advantage supporting our rapid scaling to new geographies and sustainable existing geography growth.

Model for Long-Term Sustainable Growth

We have created a multi-pronged growth strategy that has powerful tailwinds for our physician partners and our business. Our first priority is to leverage existing physician capacity in local geographies across the country by establishing an anchor partnership with a leading physician group in a geography. Our long-term partnership with our anchor physician groups creates the potential for cost-efficient organic growth over time in the number of members on our platform as existing patients of our PCPs age into Medicare and as existing Medicare-eligible patients choose to convert from FFS to MA. The success of the partnership enables our anchor physician groups to add PCPs to their own practices and agilon to expand to adjacent geographies, adding multiple levels of regional capacity to grow our attributed membership. As we partner with additional physician groups, we believe our ability to share best practices and drive improved medical outcomes and financial performance across our platform will increase, further enhancing our ability to add new physician groups. This “flywheel” nature of our model has allowed us to expand from one geography to 17 in fewer than five years and has resulted in an additional approximately 186,000 MA lives being attributed to our platform over the same time period.

Purpose-Built, Exportable, Scalable Platform

The creation of the agilon platform and an aligned physician partnership approach has enabled the consistent deployment of a Medicare-centric, globally capitated line of business across 17 heterogeneous geographies, 16 anchor physician groups and multiple payors. This consistent approach has enabled us to increase the number and breadth of geographies, physician partners and payors we have brought onto the platform in any given year. The components of our Total Care Model (including, data, payor engagement, clinical programs and growth) are discrete but are delivered as a unified platform through a highly-aligned model with physicians to optimize

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success. Our ability to deploy these components consistently through a partnership structure across geographies has:

• allowed us to optimize the physician capacity already deeply integrated in local communities;

• increased our speed to scale, as reflected in our rapid expansion of geographies and physician partners on our platform; and

• allowed us to deploy our model across heterogeneous physician partners and geographies:

• our geographies range in total population from approximately 225,000 to approximately 3.2 million and total MA lives from approximately 20,000 to approximately 364,000;

• our geographies range in MA penetration rate from 27% to 64% and five-year CAGR growth rate of 2% to 16%;

• the proportion of MA members that have selected a PPO insurance product as a percentage of total MA membership in our geographies ranges from 25% to 78%; and

• our anchor physician groups comprise both primary care and multi-specialty groups and range in size from fewer than 25 to more than 200 PCPs.

Our platform has enabled us to grow revenue 53% year-over-year for the year ended December 31, 2020, while operating costs to support live geographies and enterprise functions grew 12% over the same period. Our net loss for the year ended December 31, 2020 was $60.1 million, a 79% decline from losses of $282.7 million in the year ended December 31, 2019.

Network Feedback Loop

We believe our growing network of community-based physicians at the national, regional and local level drives continuous improvement of our platform, enables best practices sharing and innovation and accelerates the growth of independent physicians joining the agilon network. By entering new local geographies through a partnership with leading practices and top-quality physicians, we further reinforce the growing power of our network of physician leaders at the local, regional and national level. Many of our physician partners and individual physicians have joined our platform based on references from existing like-minded physician partners, and the credibility and quality of our physician partners is consistently cited as a deciding factor for joining the platform. In addition, our ability to compare efficiencies and clinical performance across geographies or across physicians groups within existing geographies also serves as a constant feedback mechanism, driving faster implementation of clinical programs and quality improvements across the network. Additionally, we have established peer groups among our physician partners to facilitate such partners sharing and identifying best practices in order to improve performance and reduce variability across the network. Our network includes established community-based physician group leaders, such as Austin Regional Clinic in Austin, Texas, Buffalo Medical Group in Buffalo, New York, Central Ohio Primary Care in Columbus, Ohio, Preferred Primary Care Physicians in Pittsburgh Pennsylvania and Wilmington Health in Wilmington, North Carolina. Additionally, our network includes leading physicians, such as Dr. Bill Wulf, who is the incoming Chairman of America’s Physician Groups (a leading professional association representing more than 300 medical groups, independent practice associations and integrated healthcare systems across the country) and is also a member of our board of directors.

Differentiated Physician and Patient Experience

We designed our platform, partnership and network approach with the goal of delivering a superior and continuously improving experience to our physician partners and their patients.

• Physician partners: We believe our model enables PCPs to unlock the value in a Medicare-centric, globally capitated line of business while remaining independent. Subsequent to joining our platform, our PCPs have increased their average annual income by successfully managing healthcare costs and improving health outcomes. Our PCPs working with our live anchor physician groups reported an

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exceptionally strong NPS for their local anchor physician group of 73 in 2020. Additionally, 95% of our PCPs working with our live anchor physician groups report being “extremely likely” to be practicing with their group in three years compared to benchmark data reporting one in five physicians is considering leaving primary care.

• Members: We believe that our PCPs’ engagement is manifested through deeper relationships with patients and results in a greater opportunity to improve our members’ health. For example, in 2019, 78% of our members attributed to our live anchor physician groups attended their wellness visits, compared to the FFS national average CMS Annual Wellness Visit completion rate of 35% in 2019. Similar to our PCPs, our members attributed to our live anchor physician groups report exceptionally strong NPS of 83 in 2020 and 96% report being “extremely likely” to be still seeing their PCP in three years.

Mission-Driven Team and Culture

We have a world-class management team, which is differentiated by its breadth and depth of expertise in healthcare. Our senior management team has an average of more than 15 years of experience in the healthcare industry and has significant exposure across all components of the payment and delivery continuum. These years of experience have fostered strong relationships in the managed care, provider and payor segments of the healthcare landscape and deep understanding of physicians, patients, technology, payments and branding. We believe our management team’s collective robust, diverse and complementary exposure to different facets of the healthcare industry positions our team to navigate and enable the shift to a physician-driven Total Care Model.

Our team is united by our mission of being the trusted long-term partner to community-based physicians and driven by our vision of transforming healthcare at the community level through exceptional patient-physician relationships.

Our Growth Strategy

We believe we are at an inflection point with multiple tailwinds supporting our mission to transform the role PCPs play in impacting the health of their senior patients. Our leadership position has translated to 210,000 MA members on our platform currently. However, this represents less than 1% of total MA lives in our current addressable market, highlighting our large addressable market opportunity. We intend to utilize our competitive strengths and capitalize on favorable industry trends to increase the number of regional hubs, local markets within those hubs and ultimately physicians and members we serve.

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The power of our model at work: Case study of Ohio expansion

Establish New Regional Hubs across the Country

We believe we are well-positioned to expand the number of our physician partners nationally across a diverse set of geographies. During 2020, we commenced operations with physician groups in two new regional hubs, Western Pennsylvania and North Carolina, and began implementation with physician groups in additional regional hubs in Western New York and Central Connecticut, which commenced operations in 2021. In addition, we recently established a new regional hub in Michigan that will go live in 2022. We have developed sophisticated business development capabilities and have established a robust pipeline with an array of physician groups across the country. We believe the extension of a globally capitated business model to patients enrolled in traditional Medicare through the Direct Contracting Model expands the number of potential regional hubs we can consider for entry.

Many of our physician partners, including Central Ohio Primary Care, Austin Regional Clinic and Buffalo Medical Group are considered among the most well-regarded physician groups in the country. We believe the exceptional quality and reputation of our physician partners represents a competitive advantage, and increases the attractiveness of our model relative to that of our competitors, which will help facilitate our growth and expansion. Many of our new physician partners and local physicians have joined our platform based on references from existing physician partners. The credibility and quality of our physician partners is consistently cited as a deciding factor for new physicians joining the platform.

Access the Large and Embedded Membership Opportunity within Our Existing Networks

We estimate that the number of Medicare FFS patients, Medicare-eligible patients and patients expected to age into Medicare over the next five years in our existing physician partner patient populations is approximately. These existing patients represent a large, growing and durable source of potential attributed member growth. As these patients enroll in MA through our payors, they become attributed to our platform with little incremental cost to us. As the number of Medicare-eligible patients and MA penetration rates increase, we expect to be favorably positioned to benefit from this source of growth, bolstered by the sticky physician-patient relationship

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and our platform’s ability to assist our physician partners in more effectively managing healthcare quality, patient experience and cost. We believe this represents a significant source of growth for our geographies that have lower MA penetration rates, such as Wilmington, NC and Hartford, CT, where MA penetration rates are 31% and 48%, respectively, and forecasted MA growth is 16% and 13% respectively.

Facilitate and Capitalize on the Growth of Our Physician Partners

As the PCP base of our physician partners grows, our physician partners are better positioned to serve a growing Medicare population. Many of our physician partners, including organizations such as COPC and Austin Regional Clinic, are the leaders in their local geographies with high physician satisfaction rates, generally making them attractive places to practice for local physicians. In addition, our Total Care Model and comprehensive platform capabilities further enhance this value proposition as MA members with newly affiliated practices are on-boarded onto our platform. To capitalize on this opportunity, our physician partners are planning to expand provider capacity in existing geographies by approximately 9% over the next 18 months, adding capacity to serve a growing Medicare population. Many of our physician partners have well-established strategies to increase their PCP base through physician recruitment or acquisitions of established practices. Additionally, for several of our physician partners, we facilitate the recruitment of additional PCPs through capital support payments intended to ensure stable and high-quality networks to serve our growing MA membership.

Expand into Adjacent Geographies

We believe that we provide a compelling answer for independent physicians looking to access a Medicare-centric, globally capitated line of business while remaining independent. Once we establish a presence in a geography, we have the opportunity to accelerate the addition of new physician partnerships in the region. We are also able to leverage our regional infrastructure and our relationships with payors as we expand into adjacent geographies. For example, establishment of our initial partnership in Columbus, Ohio with Central Ohio Primary Care in 2017 helped lead to partnerships with Pioneer Physicians in Akron in 2018, PriMed Physicians in Dayton and Physicians Group of Southeast Ohio in 2019, and The Toledo Clinic in 2020. Our presence in a geography enables us to more efficiently identify and interact with potential physician partners in adjacent geographies, whose physicians are often colleagues of physicians with our existing physician partners. We believe this network feedback loop helps to efficiently expand our network of like-minded community-based physicians, and that we are poised to execute on similar expansions in other geographies. We have recently executed on similar regional hub expansions in Western New York, North Carolina, Texas and Michigan, with the addition of new physician partnerships contracted to go-live on January 1, 2022 within each of these hubs. Of our estimated 2020 addressable market, $80 billion is concentrated in states in which we currently have a physician partner or a signed letter of intent with a physician group as of January 2021.

Increase Quality and Improve Health Outcomes to Drive Profitability

We believe our Total Care Model drives increased profitability per member over time through increasing quality and improving health outcomes. As members and physicians mature on our platform, we increasingly recognize the benefits of improved quality of care and effectively managed healthcare costs. We believe there is significant opportunity to improve profitability per member over the course of our long-term partnerships by improving healthcare outcomes and effectively managing costs, with 70% of our MA members as of December 31, 2020 on our platform for fewer than three years. The nature of our long-term partnership model aligns with the long-term sticky relationship between a physician and their senior patients while increasing quality and improving health outcomes over the lifetime of a patient.

Demonstrate Operating Leverage

We expect to drive increasing profitability by leveraging both our market-level operating costs and centralized infrastructure, as we manage increased MA and DCE membership on our platform that has a

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maturing medical margin over time. The operating efficiencies we are able to achieve with our aligned partnership model have enabled us to grow operating costs to support live geographies and enterprise functions by 12% year-over-year for the year ended December 31, 2020, while revenue grew 53% and general and administrative expenses per member contracted by 23% over the same period. We believe the operating leverage inherent in our model is powerful because of the scalability of our regional hub model, and because we require very limited incremental investment to increase our capacity to serve the membership growth opportunity embedded in our physician partner practices.

Capitalize on Emerging Value-Based Care Opportunities

We believe we are positioned to capitalize on the shift from FFS towards a Total Care Model across the broader healthcare system. In each community we serve, our Total Care Model can now be extended to patients enrolled in traditional Medicare through the CMS Innovation Center Direct Contracting Model. Through five currently approved DCEs, which encompass more than 500 of our existing PCPs, we expect to provide care to over 50,000 traditional Medicare members in seven geographies. For the year ended December 31, 2020, our DCEs did not contribute to our revenue. We believe the Direct Contracting Model has the potential to expand our addressable market by approximately 15.9 million individuals, 4.5 million of which are located in states in which we currently have a physician partner or a signed letter of intent with a physician group as of January 2021 and are associated with independent PCPs. However, Medicare is not the only program seeking to integrate delivery and payment of services as a lever to control costs and improve health outcomes. As commercial plans, at-risk employers, hospital-aligned groups and others test the waters of a Total Care Model, we expect there could be opportunities to expand our platform beyond Medicare.

Impact of COVID-19 Pandemic on Our Business

Commencing in March 2020, we implemented the following measures to protect the health and safety of our employees, physicians and members in connection with the COVID-19 pandemic:

• Implement a cross-functional work team of management, physicians and staff to evaluate risks and ensure communication to all impacted stakeholders;

• Relocated the vast majority of our employees to home-based work settings;

• Discontinued employee travel unless supporting critical business needs;

• Coordinated with our physician partners to accelerate telehealth visit activity, increase the availability of same-day appointments and coordinate parking-lot clinic visits, in order to enable members to avoid emergency room or similar settings for non-emergent conditions;

• Deployed usage of personal protective equipment to employees returning to a workplace setting, and to our physician partners;

• Coordinated daily huddles for physicians and team members on clinical and operational impacts of COVID-19, which included participation and clinical education by nationally-recognized experts in infectious disease and epidemiology, and enabled physician partners across the country to engage with one another on best practices;

• Sent more than 800,000 communications to members to ensure they were well informed regarding best practices for staying safe, and aware of available support resources during the pandemic; and

• Facilitated the conversion to mail-order prescriptions and mail-in screening tests for patients

Despite the challenges and uncertainties created by the COVID-19 pandemic, we believe that our response to the pandemic has reinforced the value of our platform, long-term partnership model and network.

Throughout most of 2020, our members incurred lower healthcare costs than we would have otherwise expected, which resulted in lower medical services expenses incurred. Average medical services expense per member declined 3% relative to 2019. This reduction was impacted by the temporary deferral of non-essential care amid the COVID-19 pandemic and improved medical cost management, among other factors. These costs may be incurred at future

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points in time, and it is possible that the deferral of healthcare services could cause additional health problems in our existing members, which could increase our costs in the future. Additionally, our members’ risk adjustment factors, which are reflective of documented clinical conditions during 2020 and which impact our 2021 revenues, may be lower than would have occurred without the impact of the COVID-19 pandemic, resulting from members’ avoidance or deferral of care during 2020. We cannot accurately estimate the net ultimate impact, positive or negative, to revenue or medical services expense at this time.

Also see “Risk Factors—Risks Related to Our Business—The spread of, and response to, the novel coronavirus, or COVID-19, underscores certain risks we face and the rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact to us of COVID-19.”

Company History

The Company is ultimately controlled by an investment fund associated with CD&R, a private equity firm headquartered in New York, NY. Our business was formed in 2016 through the completion of two acquisitions by CD&R: In July 2016, PPMC was acquired, which, together with the California IPAs, operated in Southern California. Also in July 2016, CPS was acquired, which, together with its subsidiaries and affiliates, operates a network of contracted physicians in Hawaii and provides software and medical billing solutions to independent healthcare organizations. During 2020, we implemented a plan to divest all of our California operations, which includes the entirety of our Medicaid line of business, via three separate transactions with different parties. In February 2021, we completed the divestiture of our California operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—California

Operations” for additional information.

agilon health, inc., the issuer in this offering, was incorporated in the State of Delaware in April 2017 in connection with our entry into a physician partnership with COPC, a physician-owned medical group, to establish a Medicare-centric, globally capitated line of business in the Columbus, Ohio region. Since that time, we have focused on collaborating with leading community-based physician groups to establish Medicare-centric, globally capitated lines of business for their existing practices in their local geography. The Company has expanded and entered into new partnerships in Austin, Akron, Pittsburgh, North Carolina, Hartford, Buffalo, Toledo, Dayton and Southeast Ohio. In March 2021, we changed our name from Agilon Health Topco, Inc. to agilon health, inc., and changed the name of our subsidiary, agilon health, inc., to agilon health management, inc.

Reimbursement Model and Organization

Under a traditional FFS reimbursement model, physicians are paid a fixed amount for services provided during a patient visit, regardless of a patient’s medical need or health outcome. As a result, physician reimbursement is solely related to the volume of patient visits and procedures performed, thereby offering limited financial incentive to focus on preventative care and cost containment. Value-based care models offer alternative reimbursement models, which typically incentivize physicians for improving the cost and quality of healthcare provided for an attributed patient population. Various types of value-based care reimbursement models exist, including capitation, bundled payments, or payments for attainment of improved quality metrics or medical cost efficiency.

Under our Total Care Model, which is a type of value-based care reimbursement model, we are responsible for managing the medical costs associated with our attributed members. This structure empowers physicians to focus on the improvement of the quality of care provided, and to share in the financial surplus created to the extent premiums received exceed the cost of medical care. Under such a structure, physicians are incentivized to improve the quality and efficiency of care as well as health outcomes for their patients.

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Physician and Payor Contractual Relationships

Physicians

Our business model combines the agilon platform, a network of like-minded physicians and a long-term partnership model in order to provide physician groups with the necessary capabilities, capital and business model to create a Medicare-centric, globally capitated line of business. We believe that failing to empower PCPs to drive meaningful change in quality, cost and patient experience has fostered waste, unnecessary variability in care and poor patient experience and health outcomes. We seek to partner with leading community-based physician groups under a Total Care Model. We have formed long-term partnerships with diverse leading community-based physician groups in geographies such as Columbus, Austin, Pittsburgh, North Carolina, Hartford and Buffalo. By providing technology, people, process and capital, we aim to improve the quality and cost of healthcare and drive long-term growth while creating a sustainable business model for our physician partners.

Under the Total Care Model, we typically operate by forming risk-bearing entities (each, an “RBE”) within local geographies. These wholly-owned RBEs enter into risk-bearing, global capitation agreements with payors, contract with agilon to perform certain functions and enter into long-term professional service agreements with one or more partner primary care or multi-specialty physician groups. We refer to these groups as our “anchor physician groups.” Individual MA members whose care is provided by PCPs employed or affiliated with our anchor physician groups are attributed to the RBE, which bears financial responsibility for the associated medical costs of such members. As of December 31, 2020, we had entered into long-term professional services agreements with 16 anchor physician groups, which typically have a contractual duration of 20 years. In accordance with relevant accounting guidance, each of these RBEs is determined to be a variable interest entity consolidated by agilon, as we have: (i) the ability, through the management services and governance arrangements, to direct the activities (excluding clinical decisions) that most significantly affect the RBE’s economic performance; and (ii) the obligation to absorb losses of or the right to receive benefits that could be potentially significant to the RBE.

Through incentive compensation arrangements, we share a portion of the RBE’s savings from successfully improving the quality of care and reducing costs with our anchor physician groups. Typically, our anchor physician groups receive a FFS base compensation rate for services rendered which is paid directly by health plan payors to our anchor physician groups or, in certain arrangements, paid from the health plan payor to the applicable RBE, who pays the compensation received to our anchor physician groups. In certain cases, our anchor physician groups may be entitled to a guaranteed minimum FFS base compensation rate from the RBE in the event that the FFS base compensation rate paid by the health plan payor does not meet the negotiated base compensation rate as agreed between the RBE and the anchor physician group, or if the FFS base compensation rate paid by the health plan payor falls below what the anchor physician group had received prior to joining our platform. Historically, the base compensation rates paid directly by the health plan payors to our anchor physician groups have met or exceeded applicable guaranteed minimum FFS base compensation rates. This base compensation is initially negotiated with the RBE for the first ten years of each agreement, subject to annual increases based on current market rates and other agreed upon adjustment factors, after which it is subject to renegotiation. Although our RBEs are wholly-owned subsidiaries of agilon, our anchor physician groups participate in each RBE’s governance, with individuals designated or nominated by the applicable anchor physician groups having representation on each RBE’s board of directors. Most of our contracts with our anchor physician groups contain exclusivity or other provisions intended to promote interconnectedness with our physician partners for applicable lines of business in order to facilitate the longevity and stability of the partnership. Typically, these contracts provide for termination rights that are triggered upon certain events, subject to applicable cure periods, including bankruptcy or insolvency events, exclusion, suspension or debarment from state or federal government programs and the occurrence of government action that can be reasonably expected to negatively influence our business. We have historically issued certain stock-based instruments, which we refer to as “partner physician group equity agreements,” to our anchor physician groups pursuant to which they are entitled to receive equity of their local RBE or agilon health, respectively, in the

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future only upon the occurrence of certain events deemed a “change of control” of the RBE, or a “change of control” of agilon health, if such event occurs before a “change of control” of the RBE.

In addition, in Hawaii we operate under a risk-bearing independent practice association model through which we have broadly contracted with physicians across the state and have developed select deeper primary care relationships within the network. PCPs in our Hawaii network are typically compensated on an FFS basis based on applicable Medicare fee schedules.

In addition to our contractual arrangements with our physician partners, we also maintain relationships with other providers who care for our members, including hospitals, specialists and ancillary providers. Such providers typically contract directly with payors. We and our physician partners maintain effective working relationships with the majority of the higher-volume providers in our geographies in order to retain insight into the provision of care to our members and ensure care is rendered effectively and in a manner which supports the achievement of appropriate clinical outcomes.

Payors

We enter into contractual agreements with payors in each of our geographies, under which we are financially responsible for our physician partners’ provision of a defined spectrum of healthcare services to our members, in exchange for a defined PMPM fee for each of our members (which is also referred to as “global capitation”). The healthcare services for which we are responsible under such arrangements generally include all healthcare costs which CMS considers as Part A and B costs, including hospitalization and facility costs, primary and specialty care provider costs, and ancillary services cost. In certain of our payor arrangements, we are also financially responsible for Part D pharmaceutical costs for prescriptions rendered to our members. Through these payor agreements, we help to create access for our physician partners to value-based care reimbursement structures through our Total Care Model, which allow our physician partners to focus on the improvement of the quality of care provided to their patients, and to share in the financial surplus created to the extent premiums received exceed the cost of medical care.

The global capitation fees we are entitled to receive from our payor contracts are typically based on a defined percentage of the corresponding monthly premium payments which the payor receives from CMS for members attributed to our PCPs and covered under such contracts. The premium payments to payors are based on county-level benchmark rates established by CMS and payors’ annual bid of amounts necessary to cover the cost of a standard MA patient, and are influenced by several factors, including, but not limited to, the applicable MA plan’s STAR rating and CMS’ risk-adjustment model, which compensates payors based on the health status (acuity) of each individual patient in the preceding calendar year. For agreements where we are delegated for claims payment, we utilize amounts received under the applicable agreement on a monthly basis to pay such claims for medical services rendered to our members. For agreements where the payor retains responsibility for paying claims on our behalf, as is the case today in the majority of our payor agreements, funding under the applicable agreement is utilized by the payor to pay such claims, and we receive surplus distributions on a monthly or quarterly basis. In these arrangements, the payor maintains the responsibility for entering into contractual agreements with network hospitals, network specialty physicians, and ancillary or other providers. Additionally, certain of our contracts with payors incorporate provisions in which we are eligible to earn additional payments on top of our capitation payments based upon the attainment of defined quality performance criteria correlated to applicable STAR ratings criteria. Premiums received may be subject to future adjustment. See “Risk Factors—Risks Related to Our Industry and Government Programs—Repayment obligations arising out of payor audits, such as CMS RADV audits, can be significant and adversely impact reimbursement rates.”

We have developed local contracts across multiple payors, along with national form contracts with certain key payors, which provide a consistency of non-financial contract terms, data sharing, operational processes and governance structures and support portability of the agilon platform. We typically maintain various contracts with a single national payor in order to reflect varying economic terms across our geographies, and to provide for

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distinct subsidiary entities of our company and a national payor as parties to these contracts. As of December 31, 2020, we have relationships with 15 payors across 17 geographies. Payors with which we contract include large national health plans as well as smaller local and regional insurers. We believe our ability to offer multiple MA plans and products to our physician partners in each geography creates significant value for our physician partners and the members that they serve. Members are able to select the plan and benefit design that meets their individual needs while our platform enables a seamless experience regardless of plan or product for all patients and physician groups. For the year ended December 31, 2020, Humana represented approximately 38% of our total revenue, and Humana, Aetna and United Healthcare collectively represented approximately 69% of our total revenue.

The agreements with our payors outline the range of healthcare services for which we are financially responsible and at risk, the services for which we are contracted to perform on the payor’s behalf and the key financial terms. The majority of our contracts are for terms ranging from one to three years and contain automatic annual renewal provisions. When we enter into a new payor contract, we are typically required by the payor to contribute risk-bearing capital to the local operating subsidiary. This typically takes the form of letters of credit or restricted deposits, or the payor may retain a percentage of the capitation payments due under the applicable contract. Risk-bearing capital required by payors varies by payor and geography, but typically averages between 1.5-2.0% of projected annual gross revenue attributable to the corresponding agreement, and ranged from $50,000 to $10.0 million as of December 31, 2020.

Our payor agreements also typically incorporate various termination rights, which are negotiated based on the scope of the market-facing solutions that the payor has adopted and the duration of the contract. Most of our contracts include cure periods during which time we may attempt to resolve any issues that would trigger a payor’s ability to terminate the contract. However, certain of our contracts are also terminable immediately upon the occurrence of certain events. For example, some of our contracts may be terminated immediately by the payor if we lose applicable licenses, go bankrupt, lose our liability insurance or receive an exclusion, suspension or debarment from state or federal government authorities.

The contracts with our payors impose other obligations on us. For example, we typically agree that all services provided under our contract and all employees providing such services will comply with such payor’s policies and procedures. We also typically agree to indemnify our payors against certain third-party claims.

Marketing and Distribution

In accordance with Medicare marketing guidelines, payors are responsible for marketing directly to patients. Our focus is on outreach to existing community-based physician groups to join our platform, establishing and maintaining our local branding and strategies to support education for our Medicare-eligible members in evaluating their Medicare options.

Through our long-term partnership model, we partner with leading community-based physician groups in our existing geographies, and aim to expand our geographic reach by partnering with community-based physician groups in new geographies, across the United States. Our growth strategy is supported by a dedicated business development team that works closely with physician groups, senior management and key stakeholders to identify potential physician groups to partner with and integrate onto our platform and into our network. Additionally, we believe our network of like-minded physician partners also attracts new physicians to join, as access to cross-market know-how and best practices encourages success in a Total Care Model.

Our enterprise marketing team develops branding strategies and identities in our geographies and supports the development of marketing and branding materials to support the local growth of our physician partners and their Medicare patient population. This begins with our entry into a new geography. We create a local brand that embodies the value of the Total Care Model for patients as well as the history and culture of our physician partner. Each geography has its own customized brand, which includes “Senior Care Advantage” as part of the

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naming convention to help reinforce the value of our national network to payors, policy makers and other industry constituents. To empower patients to make informed decisions about their coverage options, educational opportunities and materials are offered throughout the year, including educational physician presentations, monthly “Medicare 101” sessions across every geography, on-line resources, in-office materials that explain the difference between traditional Medicare and MA, and patient communications that highlight Medicare election coverage windows.

Competition

The healthcare industry is highly competitive and fragmented. We currently face competition in every aspect of our business, including in offering a favorable reimbursement structure for existing physician partners and attracting payors and physician partners who are not contracted with us, from a range of companies that provide care under a variety of models that could attract patients, providers and payors. Our primary competitors include ChenMed, Oak Street Health, Optum and VillageMD, in addition to numerous local provider networks, hospitals and health systems. Moreover, large, well-financed payors have in some cases developed their own managed services tools and may provide these services to their physicians and patients at discounted prices, or may seek to expand their relationships with additional competing physicians or physician networks. Other organizations may also seek to apply specialized services or programs, including providing data analytics or disease-based programs, designed to enable physicians or payors to operate successfully under value-based care arrangements. Although some of our competitors utilize elements of our MA multi-payor, globally capitated risk model deployed with community-based physician groups, including in certain of the geographies we serve, we do not believe any of our competitors offer a model that captures all elements of the agilon model. Our competitors typically vary by geography, and we may also encounter competition in the future from other new entrants. Our growth strategy and our business could be adversely affected if we are not able to continue to access existing geographies, successfully expand into new geographies or maintain or establish new relationships with payors and physician partners. See “Risk Factors—Risks Related to Our Industry and Government Programs— We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition, cash flows and results of operations will be harmed”

The principal competitive factors in our business include the nature and caliber of relationships with physicians; patient healthcare quality, outcomes and cost; the strength of relationships with payors; the quality of the physician experience; local geography leadership position; and the strength of the underlying economic model. We believe our first-of-its-kind platform, partnership and network model enables us to compete favorably.

Intellectual Property

We rely on a combination of trademark laws in the U.S. as well as confidentiality procedures and contractual provisions to protect our trade secrets, including proprietary technology, databases and our brand.

We have registered “agilon” and our logo as trademarks in the U.S. We also have filed other trademark applications that are meaningful to our business in the U.S. across various states and local jurisdictions, including for the use of the local brand created within each of our geographies, and will pursue additional trademark registrations to the extent we believe it would be beneficial and cost-effective.

We are the registered holder of a variety of domain names that include “agilon” and similar variations.

We have developed proprietary technology and processes that support our operational programs and clinical insights, including our “CORE” technology platform and HCC Manager risk adjustment software application, both of which are proprietary systems that aid in the aggregation and analysis of third-party data we collect. Our internally developed technology is continuously refined to support the needs of our platform and partners. Although we do not currently hold a patent for CORE or HCC Manager, we continually assess the most appropriate methods of protecting our intellectual property and may decide to pursue available protections in the future.

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We maintain our intellectual property and confidential business information in a number of ways. For instance, we have a policy of requiring all employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting relationship with us. Our employee agreements also require relevant employees to assign to us all rights to any inventions made or conceived during their employment with us in accordance with applicable law. In addition, we have a policy of requiring individuals and entities with which we discuss potential business relationships to sign non-disclosure agreements. Lastly, our agreements with customers include confidentiality and non-disclosure provisions.

We may be unable to obtain, maintain and enforce our intellectual property rights, and assertions by third parties that we violate their intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

Human Capital

People join agilon because of our vision: To transform the future of healthcare in communities across the country by empowering exceptional patient-physician relationship. Together with our employees and physician partners, we have defined our company values and commitments to guide our everyday actions in executing our mission:

• Partnership and Collaboration: We are One Team. We collaborate deeply. We embrace diversity. Together with our physician partners, we empower the care that our families and friends deserve.

• Innovation: We rapidly adapt to our changing world and embrace the creativity of our physician partners and each other.

• Quality and Service Excellence: We value results, not activity. We serve others with passion and humility.

• Continuous Improvement: We are agile and move fast. We actively seek out and share feedback. We learn and improve every day.

• Expertise: We are curious. We aspire to be experts and share our knowledge.

• Accountability and Integrity: We celebrate our successes. We take ownership in everything we do.

Our human capital efforts are supported by our dedicated human resources team. This team supports the business in identifying and recruiting top talent, supporting the onboarding and orientation of new hires through a comprehensive new employee orientation, a manager’s toolkit and resources to support onboarding, goal setting, and in-year management, as well as a comprehensive semi-annual review process that ties to our company values and supports continuous learning and improvement. Our efforts to promote a positive employee experience and build culture are further supported and enhanced by local and national in-person and virtual events, including town halls, in-office celebrations, employee activity committees and most-valuable-player awards, meant to champion our employees and create a sense of community. We conduct annual employee engagement surveys to solicit feedback and help guide annual planning on efforts and initiatives to support our team members. We have also developed a taskforce that seeks to drive focused and targeted diversity and inclusion efforts, including employee focus groups and participation up and down the organization to ensure all voices are heard.

As of December 31, 2020, agilon and its subsidiaries had 552 employees, of whom 548 were full-time and four were part-time. None of our employees is a member of a labor union, and we have not experienced a work stoppage. Our employees do not include our physician partners, whom we do not directly employ. We believe we enjoy a good working relationship with our employees.

Our Business Model and Environmental, Social and Governance Considerations

We were built to transform healthcare in communities across the country by addressing the structural hurdles driving poor outcomes and unsustainable costs in the U.S. healthcare system. We do this by

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revolutionizing care delivery for the medically complex Medicare population through the community-based physicians that are critical components of their local healthcare delivery system. Our model empowers community-based physicians to reorganize the care delivery system in order to improve outcomes and experience for seniors in their local communities and across the nation.

Healthcare and Other Applicable Regulatory Matters

The healthcare industry is highly regulated under both state and federal laws and regulations. Our operations and relationships with healthcare plans and providers are subject to extensive and increasing regulation by numerous federal, state, and local government agencies including the Office of Inspector General (“OIG”), the DOJ, the CMS, the Office of Civil Rights, and various state authorities.

Corporate Practice of Medicine

Some states in which we operate have laws prohibiting the corporate practice of medicine; such laws generally prohibit business entities with non-physician owners, such as agilon and certain of its subsidiaries, from practicing medicine. States that have corporate practice of medicine laws limit the practice of medicine to licensed individuals or professional organizations comprising licensed individuals; therefore, lay entities are prohibited from employing or contracting with physicians (unless the entity satisfies a limited exception), exercising control over medical decisions, or engaging in certain arrangements with other physicians, such as fee-splitting. These laws vary widely from state to state. A violation of the corporate practice of medicine prohibition constitutes the unlawful practice of medicine, which is a public offense punishable by fines or criminal penalties. In addition, any physician who participates in a scheme that violates the state’s corporate practice of medicine prohibition may be subject to disciplinary action or potentially forfeiture of revenues from payors for services rendered, or may be punished for aiding and abetting a lay entity in the unlawful practice of medicine. We typically operate by forming RBEs which contract with payors on the one hand and provide professional services through contractual relationships with PCPs on the other hand. While we believe that our practices are in substantial compliance with the corporate practice of medicine laws to which we are subject, if a state determines that we are not in compliance that may result in a material adverse effect on our business, results of operations or financial condition. See “Risk Factors—Legal and Regulatory Risks—Laws regulating the corporate practice of medicine could restrict the manner in which we are permitted to conduct our business, and the failure to comply with such laws, or any changes to such laws or regulations or similar laws or regulations could subject us to penalties and restructuring, or have a material adverse effect on our consolidation of the accounts of our majority-owned subsidiaries.”

Fee-Splitting Prohibitions

The laws of some states prohibit physicians from splitting with anyone, other than providers who are part of the same group practice, any professional fee, commission, rebate or other form of compensation for any services not actually and personally rendered. Fee-splitting laws and their interpretations vary from state to state and are enforced by state courts and regulatory authorities that have broad discretion in their enforcement. Courts in some states have interpreted fee-splitting statutes as prohibiting all percentage of gross revenue and percentage of net profit fee arrangements, despite the performance of legitimate services. In addition, courts have refused to enforce contracts found to violate state fee-splitting prohibitions. Further, fee-splitting arrangements could implicate other laws applicable to our business, such as anti-kickback and corporate practice of medicine laws and regulations.

While we believe we are in substantial compliance with fee-splitting laws in the states in which we operate, if we are found to be non-compliant, penalties for violating fee-splitting statutes or regulations may include medical license revocation, suspension, probation or other disciplinary action against our affiliated providers.

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False Claims Acts

We are subject to numerous federal and state laws that prohibit the presentation of false information, or the failure to disclose information, in connection with the submission and payment of medical claims for reimbursement.

The federal civil and criminal false claims laws and civil monetary penalties laws, such as the federal False Claims Act, 31 U.S.C. §§ 3729—3733, impose civil liability on individuals or entities that submit false or fraudulent claims for payment to the federal government. The False Claims Act provides, in part, that the federal government may bring a lawsuit against any person whom it believes has knowingly or recklessly: presented, or caused to be presented, a false or fraudulent claim for payment or approval to the federal government; made, used or caused to be made or used a false statement or a false record to get a claim for payment approved, including a false or fraudulent claim; concealed, or knowingly and improperly avoided or decreased, an obligation to pay or transmit money or property to the federal government; or conspired to commit any of the foregoing. The government may deem entities to have “caused” the submission of false or fraudulent claims by, for example, providing inaccurate billing or coding information, billing for services not rendered, billing services at a higher payment rate than appropriate and billing for care that is not considered medically necessary.

The federal government has used the False Claims Act to prosecute a wide variety of alleged false claims and fraud allegedly perpetrated against Medicare and state healthcare programs. The federal government, including as a result of the passage of the ACA, and a number of courts have taken the position that claims presented in violation of certain other statutes, including the federal Anti-Kickback Statute (“AKS”) or the federal physician referral law, 42 U.S.C. 1395nn (the “Stark Law”), can also be considered a violation of the False Claims Act. Some government healthcare programs, including, but not limited to, the MA program, use a risk-adjustment model that adjusts premiums paid to contracted payors to reflect the specific characteristics of each enrolled member (including demographics, government program eligibility and health status). Many payors and government healthcare programs have set forth specific documentation rules that must be followed in compliantly selecting allowable codes. We rely on physician partners to follow the CMS documentation rules and code their claim submissions with accurate and substantially documented diagnoses, which we send to the payors, some of whom, in turn, submit the data to government healthcare agencies including CMS. In recent years, the DOJ has brought a number of investigations and actions under the federal False Claims Act against both payors and providers for alleged upcoding or improper coding of diagnosis coding under the risk-adjustment methodology. Further, amendments to the federal False Claims Act and Social Security Act impose severe penalties for the knowing and improper retention of overpayments collected from government payors.

A number of states have enacted laws that are similar to the federal False Claims Act. Under Section 6031 of the Deficit Reduction Act of 2005, as amended, if a state enacts a false claims act that is at least as stringent as the federal statute and that also meets certain other requirements, the state will be eligible to receive a greater share of any monetary recovery obtained pursuant to certain actions brought under the state’s false claims act. As a result, more states are expected to enact laws that are similar to the federal False Claims Act in the future along with a corresponding increase in state false claims enforcement efforts. Violations of federal and state fraud and abuse laws may be punishable by criminal and/or civil sanctions, including significant penalties, fines, disgorgement, additional reporting requirements and oversight under a corporate integrity agreement or similar agreement to resolve allegations of noncompliance with these laws, and/or exclusion or suspension from federal healthcare programs, such as Medicare, and debarment from contracting with the U.S. government. Penalties for False Claims Act violations include fines ranging from $11,665 to $23,331 for each false claim, plus up to three times the amount of damages sustained by the government. In addition to the provisions of the False Claims Act, which provide for civil enforcement, the federal government also can use several criminal statutes to prosecute persons who are alleged to have submitted false or fraudulent claims to the government for payments. Additionally, private parties may initiate qui tam whistleblower lawsuits against any person or entity under the False Claims Act in the name of the federal government, as well as under the false claims laws of several states, and may share in the proceeds of a successful suit. Generally, federal and state governments have made investigating and prosecuting healthcare fraud and abuse a priority.

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Federal and State Anti-Kickback Statutes

The AKS, set forth in Section 1128B of the Social Security Act, prohibits the knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, (i) the referral of a person for items or services reimbursable under federal healthcare programs, (ii) the furnishing or arranging for the furnishing of items or services reimbursable under federal healthcare programs or (iii) the purchase, lease or order or arranging or recommending purchasing, leasing or ordering of any item or service reimbursable under federal healthcare programs. The core of a violation of the AKS is an “inducement” to refer patients for services or items that are reimbursed under a federal healthcare program, such as Medicare, Medicaid, or Tricare (which covers military personnel). The ACA amended the AKS to make it clear that a person need not have actual knowledge of the statute, or specific intent to violate the statute, as a predicate for a violation. Court cases have resulted in the interpretation that a violation may occur where even one purpose of the remuneration is to induce or reward referrals, and the OIG, which has the authority to impose administrative sanctions for violation of the statute, has adopted a similar standard.

There are certain AKS “safe harbors” which, if the respective requirements are met, would afford protection from the AKS. Failure to meet all requirements of an AKS safe harbor does not necessarily mean the arrangement violates the AKS, but it may be subject to scrutiny by legal authorities, in light of the parties’ intent and arrangements. In other words, if an arrangement does not fit within a safe harbor, it does not necessarily mean that the arrangement is per se illegal—only that it is not shielded from regulatory scrutiny. The federal AKS provides criminal penalties for individuals or entities that knowingly and willfully solicit or receive any remuneration. A violation of the AKS is punishable by imprisonment of up to ten years, fines of up to $100,000 per offense, or both. Violation can also give rise to federal healthcare program exclusion, liability under the False Claims Act and civil penalties, which may include monetary penalties of up to $100,000 per offense, repayments of up to three times the total payments between the parties to the arrangement and suspension from future participation in Medicare and Medicaid.

We have endeavored to structure our business arrangements to fit within applicable federal AKS safe harbors and to otherwise operate in material compliance with the AKS. Federal courts in the U.S., for instance, have recognized that a referring party’s provision of legitimate services to a referral recipient may not constitute prohibited remuneration for AKS purposes when the referral recipient pays fair market value in return for what it receives. Many of our arrangements are structured to provide for compensation that is fair market value for services actually rendered and in a manner that does not reflect the volume or value of referrals generated between the parties. In structuring our relationships with providers, including our physician partners, and other healthcare entities, we are careful to try to ensure wherever possible that we are in compliance with all of the regulatory requirements of such safe harbors and exceptions. In particular, a key managed care safe harbor under the AKS upon which we regularly rely allows for payments to providers for “healthcare services and items,” but does not allow incentive payments for marketing or to encourage member enrollment. We therefore carefully analyze all payment structures to ensure that they constitute “services and items” that fall within this safe harbor or are otherwise in compliance with the AKS.

Additionally, some states have enacted statutes and regulations similar to the AKS, but which may be applicable regardless of the payor source for the patient. These state laws may contain exceptions and safe harbors that are different from and/or more limited than those of federal law and that may vary from state to state.

To help accelerate the U.S. healthcare system’s transition from an FFS to a value-based system, HHS launched the “Regulatory Sprint to Coordinated Care” initiative (“Regulatory Sprint”) in 2018, which aims to change the manner in which the healthcare regulatory framework has traditionally been applied to stakeholder arrangements. In connection with the Regulatory Sprint, the OIG has issued final rules effective January 19, 2021, amending the AKS by adding new safe harbors and modifying existing safe harbors that protect certain payment practices and business arrangements from sanctions under the AKS in order to remove potential barriers

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to more effective coordination and management of patient care and delivery of value-based care. Among other changes, the new regulations contain safe harbors for value-based arrangements centering around value-based enterprises, which are enterprises composed of participants collaborating to achieve one or more value-based purposes, including coordinating and managing the care of a target patient population and coordinating and managing the care of a target population. These new final rules provide additional protections to our payment models with providers. Since publication, however, the Government Accountability Office concluded that the final rules did not incorporate a required 60-day delay in their effective date. On January 20, 2021, the Biden Administration issued a memorandum to all agencies announcing a regulatory freeze; notwithstanding, CMS has taken the position that the final rules are currently in effect. The Biden Administration has not, to date, made any statement indicating that such final rules will be modified, retracted or corrected with a new effective date.

We have also endeavored to structure our participation in the Direct Contracting Model to comply with waivers of the AKS issued by the Secretary of HHS. The conditions of such waivers are to ensure that protected arrangements: (i) are consistent with the quality, care coordination, and cost-reduction goals of the Direct Contracting Model, (ii) are subject to safeguards designed to mitigate the risk of fraud and abuse; and (iii) can be readily monitored and audited.

Stark Law

The Stark Law generally prohibits a physician from referring Medicare and Medicaid patients to an entity providing DHS if such physician, or a member of the physician’s immediate family, has a financial relationship with the entity, unless a specific exception applies. DHS is defined to mean any of the following enumerated items or services; clinical laboratory services; physical therapy services; occupational therapy services; radiology services, including magnetic resonance imaging, computerized axial tomography scans and ultrasound services; radiation therapy services and supplies; durable medical equipment and supplies; parenteral and enteral nutrients, equipment and supplies; prosthetics, orthotics and prosthetic devices and supplies; home health services; outpatient prescription drugs; inpatient and outpatient hospital services; and outpatient speech-language pathology services. The types of financial arrangements between the referring physician and an entity providing DHS that trigger the Stark Law are broad, including direct and indirect ownership and investment interests, and compensation arrangements. The Stark Law also prohibits any entity providing DHS and receiving a prohibited referral from presenting, or causing to be presented, a claim or billing for the services arising out of the prohibited referral. Similarly, the Stark Law prohibits an entity from “furnishing” a DHS to another entity in which it has a financial relationship when that entity bills for the service. The Stark Law also prohibits self-referrals within an organization by its own physicians, although broad exceptions exist that cover employed physicians and those referring DHS that are ancillary to the physician’s practice to the physician group. The prohibition applies regardless of the reasons for the financial relationship and the referral; intent to induce referrals is not required. Like the federal AKS, the federal Stark Law contains statutory and regulatory exceptions intended to protect certain types of transactions and arrangements. If the Stark Law is implicated, the financial relationship must fully satisfy a Stark Law exception; if an exception is not satisfied, then the parties to the arrangement could be subject to sanctions. Sanctions for violation of the Stark Law include denial of payment for claims for services provided in violation of the prohibition, refunds of amounts collected in violation of the prohibition, a civil penalty of up to $15,000 for each service arising out of the prohibited referral, a civil penalty of up to $100,000 against parties that enter into a scheme to circumvent the Stark Law prohibition, civil assessment of up to three times the amount claimed, and potential exclusion from the federal healthcare programs, including Medicare and Medicaid. Amounts collected on claims related to prohibited referrals must be reported and refunded generally within sixty (60) days after the date on which the overpayment was identified. Furthermore, Stark Law violations and failure to return overpayments in a timely manner can form the basis for False Claims Act liability, as further discussed herein. Additionally, several states have enacted physician self-referral laws.

Notably, compensation pursuant to a risk-sharing arrangement between a managed care organization or an independent practice association and a physician (either directly or indirectly through a contractor) for services provided to enrollees of a health plan (an MA plan, for example) does not constitute a financial arrangement for Stark purposes. Further, physician incentive plans (“PIPs”) are allowable provided that (i) the compensation is not

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determined in any manner (withhold, capitation, bonus, or otherwise) that takes into account, directly or indirectly, volume or value of referrals and (ii) the PIP does not induce the reduction of medically necessary care to individual patients and does not place the physician at substantial financial risk for services not provided by the physician.

As part of the Regulatory Sprint, OIG and the CMS each issued a sweeping set of proposed regulations that introduce significant new value-based terminology, safe harbors and exceptions to the AKS and Stark Law. The proposals purport to ease the compliance burden for healthcare providers across the industry while maintaining strong safeguards to protect patients and programs from fraud and abuse. These or other changes may change the parameters of the Stark Law exceptions that we rely upon and impact our business, results of operations and financial condition.

Section 1876 of the Social Security Act

Section 1876 of the Social Security Act prohibits MA plans and their downstream entities from entering into compensation arrangements with physicians that may directly or indirectly have an effect of reducing or limiting services to individual members. We have sought to structure our compensation arrangements with physicians to ensure compliance with this requirement.

Health Care Fraud Statute

The Health Care Fraud Statute, 18 U.S.C. § 1347, prohibits any person from knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, which can be either a government or private payor plan. Violation of this statute, even in the absence of actual knowledge of or specific intent to violate the statute, may be charged as a felony offense and may result in fines, imprisonment or both. The Health Care False Statement Statute, 18 U.S.C. § 1035, prohibits, in any matter involving a federal healthcare program, anyone from knowingly and willfully falsifying, concealing or covering up, by any trick, scheme or device, a material fact, or making any materially false, fictitious, or fraudulent statement or representation, or making or using any materially false writing or document knowing that it contains a materially false or fraudulent statement. A violation of this statute may be charged as a felony offense and may result in fines, imprisonment, or both.

Civil Monetary Penalties Statute

The CMPL, 42 U.S.C. § 1320a-7a, authorizes the imposition of civil monetary penalties, assessments, and exclusions against an individual or entity based on a variety of prohibited conduct, including, but not limited to: (i) presenting, or causing to be presented, claims for payment to Medicare, Medicaid, or other third-party payors that the individual or entity knows or should know are for an item or service that was not provided as claimed or is false or fraudulent; (ii) offering remuneration to a federal healthcare program beneficiary that the individual or entity knows or should know is likely to influence the beneficiary to order or receive healthcare items or services from a particular provider; (iii) arranging contracts with an entity or individual excluded from participation in a federal healthcare program; (iv) violating the federal AKS; (v) making, using, or causing to be made or used, a false record or statement material to a false or fraudulent claim for payment for items and services furnished under a federal healthcare program; (vi) making, using, or causing to be made any false statement, omission, or misrepresentation of a material fact in any application, bid, or contract to participate or enroll as a provider of services or a supplier under a federal healthcare program; and (vii) failing to report and return an overpayment owed to the federal government. We could be exposed to a wide range of allegations to which the federal CMPL would apply. We perform monthly checks on our employees, affiliated providers and certain affiliates and vendors using government databases to confirm that these individuals have not been excluded from federal programs. However, should an individual become excluded and we fail to detect it, a federal agency could require us to refund amounts attributable to all claims or services performed or sufficiently linked to an excluded individual. Thus, we cannot foreclose the possibility that we will face allegations subject to the CMPL with the potential for a material adverse impact on our business, results of operations and financial condition. Substantial civil monetary penalties may be imposed under the federal Civil Monetary Penalty Statute and may vary,

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depending on the underlying violation. In addition, an assessment of not more than three (3) times the total amount claimed for each item or service may also apply, and a violator may be subject to exclusion from federal and state healthcare programs.

Federal and State Insurance and Managed Care Laws

Regulation of downstream risk-sharing arrangements, including, but not limited to, global risk and other value-based arrangements, varies significantly from state to state. Some states require downstream entities and RBEs to obtain an insurance license, a certificate of authority, or an equivalent authorization, in order to participate in downstream risk-sharing arrangements with payors. In some states, statutes, regulations and/or formal guidance explicitly address whether and in what manner the state regulates the transfer of risk by a payor to a downstream entity. However, the majority of states do not explicitly address the issue, and in such states, regulators may nonetheless interpret statutes and regulations to regulate such activity. If downstream risk-sharing arrangements are not regulated directly in a particular state, the state regulatory agency may nonetheless require oversight by the licensed payor as the party to such a downstream risk-sharing arrangement. Such oversight is accomplished via contract and may include the imposition of reserve requirements, as well as reporting obligations. Further, state regulatory stances regarding downstream risk-sharing arrangements can change rapidly and codified provisions may not keep pace with evolving risk-sharing mechanisms.

Healthcare Reform

In March 2010, the Patient Protection and Affordable Care Act and the accompanying Health Care and Education Affordability Reconciliation Act, collectively referred to as the ACA, were enacted. The ACA includes a variety of healthcare reform provisions and requirements, which continue to be implemented and substantially changed the way healthcare is financed by both governmental and private insurers.

However, as a result of the election of Former President Trump, the Republican control of the Senate, and the former Republican control of the House, several changes have been made to the provisions of the ACA since 2010, including reduced funding. Looking forward, the future of the ACA and its underlying programs are subject to continuing and substantial uncertainty, making long-term business planning exceedingly difficult. However, it is expected that a Biden administration will work to strengthen the law and build upon it.

The prior administration and Congress were seeking legislative and regulatory changes to healthcare laws and regulations, including repeal and replacement of certain provisions of the ACA. To date, Congressional efforts to completely repeal and replace the ACA have been unsuccessful. However, the individual mandate was repealed by Congress as part of the Tax Cuts and Jobs Act that was signed into law on December 22, 2017. In December 2018, in a case brought by the state of Texas and nineteen other states, a federal judge in Texas struck down the ACA based on his determination that the ACA’s individual mandate is unconstitutional and, since that mandate cannot be separated from the rest of the ACA, the judge ruled that the rest of the ACA is also unconstitutional. The decision has been appealed to the United States Supreme Court. The hearing was held in November 2020, and a decision is likely to be made in 2021.

Because of the continued uncertainty about the implementation of the ACA, including the timing of and potential for further legal challenges, repeal or amendment of that legislation and future of the health insurance exchanges, we cannot quantify or predict with any certainty the likely impact of the ACA on our business, financial condition, operating results and prospects.

Additionally, the CMS Innovation Center continues to test an array of alternative payment models, including the Direct Contracting Model to allow DCEs to negotiate directly with the government to manage traditional Medicare beneficiaries and share in the savings and risks generated from managing such beneficiaries. The Direct Contracting Model’s economic structure, including risk adjustment methodologies, quality reporting, and model timelines, has not yet been finalized by CMS, particularly as CMS continues to address the

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COVID-19 public health emergency. Additionally, state regulation of DCEs will likely be variable. For example, certain states may require DCEs to obtain specific licensure to participate in the Direct Contracting Model and assume risk directly from CMS. There likely will continue to be regulatory proposals directed at containing or lowering the cost of healthcare. Further, CMS also routinely adjusts the risk adjustment factor which is central to payment under the MA program. The monetary “coefficient” values associated with diseases that we manage in our population are subject to change by CMS. Such changes could have a material adverse effect on our financial condition.

Federal and State Privacy and Security Requirements

We are subject to various federal, state and local laws and rules regarding the use, security and disclosure of protected health information, personal information, and other categories of confidential or legally protected data that our businesses may handle. Such laws and rules include, without limitation, HIPAA, the Federal Trade Commission Act, 15 U.S.C. § 45 (“FTC Act”) and state privacy and security laws. Privacy and security laws and regulations often change due to new or amended legislation, regulations or administrative interpretation. We are highly dependent on information technology networks and systems, including the internet, to securely process, transmit and store this information. We also utilize third-party service providers for important aspects of the collection, storage and transmission of such sensitive information.

Congress enacted HIPAA, in part, to combat healthcare fraud and to protect the privacy and security of patients’ individually identifiable healthcare information. Among other things, HIPAA requires healthcare providers and their business associates to maintain the privacy and security of individually identifiable PHI. The HIPAA Security Rule requires both covered entities and business associates to develop and maintain policies and procedures with respect to PHI, including adherence to HIPAA’s security standards through the implementation of administrative, physical and technical safeguards to protect PHI. Additionally, the Privacy Rule contains requirements with respect to the use and disclosure of individuals’ PHI, including a prohibition on a covered entity or business associate using or disclosing an individual’s PHI unless the use or disclosure is authorized by the individual or is specifically required or permitted under the Privacy Rule. The HITECH Act of 2009 dramatically expanded, among other things, (1) the scope of HIPAA to now apply directly to “business associates,” or independent contractors who receive or obtain PHI in connection with providing a service to a covered entity or another business associate, (2) substantive security and privacy obligations, including a new federal security breach notification requirement that unauthorized acquisitions, access, use or disclosure of PHI be reported to, depending on the number of people affected and their location, affected individuals, the Department of Health and Human Services and local media outlets, (3) restrictions on marketing communications, a prohibition on business associates from receiving remuneration in exchange for PHI, and a prohibition on covered entities from receiving remuneration in exchange for PHI without express patient authorization and (4) the civil and criminal penalties that may be imposed for HIPAA violations. Pursuant to HIPAA, as amended by HITECH, we are required to report breaches of unsecured PHI to our covered entity clients, such as our physician group partners, within 60 days of discovery of the breach, and notify certain agencies and potentially the media in accordance with clause (2) above. We have experienced cybersecurity incidents in the past and may experience them in the future. Any interruption in access to member information, unauthorized access to information, improper disclosure or other loss of information could result in, among other things, federal or state government investigations and liability under laws and regulations that protect the privacy of member information, such as HIPAA, potentially resulting in damages and regulatory penalties.

HIPAA mandates that the Secretary of HHS conduct periodic audits of covered entities and business associates for compliance with the HIPAA Privacy and Security Rules. HIPAA imposes penalties for certain violations, subject to a cap of $1.5 million for violations of the same standard in a single calendar year. A single data privacy or data security incident can, in the view of HHS, result in violations of multiple standards. HIPAA, as amended by the HITECH Act, also authorizes state attorneys general to file suit on behalf of their states’ residents. While HIPAA does not create a private right of action allowing individuals to sue us in federal court for violations of HIPAA, its standards have been used as a basis for establishing a duty of care in state-law civil

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suits alleging negligence or recklessness for the misuse of PHI. A finding of liability under HIPAA could have a material adverse effect on our business, financial condition and results of operations. In order to ensure compliance, we encrypt and back up data, maintain company-wide security awareness training, enter into business associate agreements with our partners, as well as ensure our partners have implemented physical security and safeguards at the data centers where our data is stored and conduct regular internal and external security audits. Although we employ administrative, physical and technological safeguards to help protect confidential and other sensitive information from unauthorized access or disclosure, our information technology and infrastructure, and that of our third-party service providers, may be vulnerable to attacks by hackers or viruses, failures or breaches due to third-party action and employee (including contractor) negligence, error or malfeasance.

Additionally, many states also enacted laws that protect the privacy and security of confidential, personal and health information, which may be even more stringent than HIPAA and may add additional compliance costs and legal risks to our operations. Some of these state laws may impose fines and penalties on violators and may afford private rights of action to individuals who believe their personal information has been misused.

We are also subject to a provision of the federal 21st Century Cures Act that is intended to facilitate the appropriate exchange of health information. In May 2020, the United States Department of Health and Human Services Office of the National Coordinator for Health Information Technology and CMS issued complementary new rules that are intended to clarify provisions of the 21st Century Cures Act regarding interoperability and information blocking and create significant new requirements for healthcare industry participants. It is unclear at this time what the costs of compliance with the new rules will be, and what additional risks there may be to our business. Various other federal and state laws may apply that restrict the use and protect the privacy and security of individually identifiable information, as well as employee personal information, including certain state laws modeled to some extent on the European Union’s General Data Protection Regulation. Federal and state consumer protection laws, including laws that do not on their face specifically address data privacy or security, have been applied to data privacy and security matters by a range of government agencies and courts.

Consumer Protection Laws

Healthcare providers are uniquely affected by the Telephone Consumer Protection Act (“TCPA”), which regulates the manner in which a business may advertise its products and services to consumers by phone, text and fax. The TCPA was enacted by Congress to combat aggressive telemarketing and fax advertising practices believed to invade consumer privacy. The TCPA also regulates the use of automated equipment to deliver non-telemarketing calls or text messages to mobile phones without prior express consent. Congress empowered the FCC to interpret the TCPA through rules, regulations and declaratory rulings. A 2015 order from the FCC clarified that calls or text messages that have an express healthcare-related purpose—such as treatment follow-up, appointment confirmations and reminders or pre-operative instructions—are exempt from the TCPA. In these instances, providers are not required to receive prior express consent from patients before reaching out by phone or text. As healthcare companies, such as ourselves, increasingly rely on mobile delivery platforms and other technologies to communicate with patients about appointments, billing and other issues, the potential for legal exposure under the TCPA also increases. Each call or text made in violation of the TCPA can cost up to $1,500 per instance in fines and damages.

Competition and Antitrust Laws

We are subject to numerous statutes that govern competition in our industry, including the Sherman Act, the FTC Act and the Clayton Act. The Sherman Act, 15 U.S.C. §§ 1-7, outlaws “every contract, combination, or conspiracy in restraint of trade,” and any “monopolization, attempted monopolization, or conspiracy or combination to monopolize.” The penalties for violating the Sherman Act can be severe. Most enforcement actions are civil, but individuals and businesses that violate the Sherman Act may be prosecuted criminally by the DOJ. Criminal prosecutions are typically limited to clear violations, such as when competitors fix prices, allocate

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markets or rig bids. The Sherman Act imposes criminal penalties of up to $100 million for a corporation and $1 million for an individual, along with up to 10 years in prison. Under federal law, the maximum fine may be increased to twice the amount the conspirators gained from the illegal acts or twice the money lost by the victims of the crime, if either of those amounts is more than $100 million.

The FTC Act, 15 U.S.C. §§ 41-58, bans “unfair methods of competition” and “unfair or deceptive acts or practices.” The Supreme Court has said that all violations of the Sherman Act also violate the FTC Act. Thus, although the FTC does not technically enforce the Sherman Act, it can bring cases under the FTC Act against the same kinds of activities that violate the Sherman Act. The FTC Act also reaches other practices that harm competition, but that may not fit neatly into categories of conduct formally prohibited by the Sherman Act. Only the FTC brings cases under the FTC Act.

The Clayton Act, 15 U.S.C. §§ 12-27, addresses specific practices that the Sherman Act does not clearly prohibit, such as mergers and interlocking directorates (that is, the same person serving as an officer or director of two competing companies). Section 7 of the Clayton Act prohibits mergers and acquisitions where the effect “may be substantially to lessen competition, or to tend to create a monopoly.” As amended by the Robinson-Patman Act of 1936, 15 U.S.C. § 13, the Clayton Act also bans certain discriminatory prices, services and allowances in dealings between merchants. The Clayton Act was amended again in 1976 by the Hart-Scott-Rodino Antitrust Improvements Act, 15 U.S.C. § 18a, to require companies planning large mergers or acquisitions to notify the government of their plans in advance. The Clayton Act also authorizes private parties to sue for treble damages when they have been harmed by conduct that violates either the Sherman or Clayton Act and to obtain a court order prohibiting the anticompetitive practice in the future.

In addition to these federal statutes, most states have antitrust laws that are enforced by state attorneys general or private plaintiffs. Many of state statutory provisions are based on federal antitrust law, namely, Sections 1 and 2 of the Sherman Act, and Sections 3 and 7 of the Clayton Act.

As the healthcare industry has continued to evolve in response to consumer demand and competition in the marketplace, the effect of the antitrust laws in healthcare is also changing. We have expanded our operations significantly since our inception, organically as well as through acquisitions. Such growth, and our long-term contracts with physician partners, could expose us to risks related to antitrust investigations. Competition and antitrust law inquiries often continue for several years and, if violations are found, can result in substantial fines.

Other Laws and Regulations

Some states in which we operate require licensing or registration for operations related to, among others, utilization review on behalf of payors, including reviewing medical necessity and appropriateness of healthcare services, or processing claims in connection with insurance or managed care products. Such laws vary from state to state, and our operations may be subject to exemption in certain states.

Additionally, our physician partners are subject to numerous federal, state and local licensing laws and regulations, relating to, among other things, professional credentialing and professional ethics. Our physician partners, as well as their nurse practitioners, must satisfy and maintain their individual professional licensing in each state where they practice medicine.

Further, organizations that receive reimbursement from a federal or state government payor are expected by the federal government to have a compliance program. For those organizations that do not receive reimbursement from any federal or state government payors, a compliance program is not mandatory but is considered best practice. As a result, we maintain a program to monitor compliance with federal and state laws and regulations applicable to healthcare entities. We have a compliance department that is charged with implementing and supervising our compliance program, which includes the adoption of (i) a Code of Conduct for our employees and affiliates and (ii) a process that specifies how employees, affiliates and others may report regulatory or

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ethical concerns to our compliance officer. We believe that our compliance program meets the relevant standards provided by the OIG of the Department of Health and Human Services. An important part of our compliance program consists of conducting periodic audits of various aspects of our operations. We also conduct mandatory educational programs designed to familiarize our employees with the regulatory requirements and specific elements of our compliance program.

We are also impacted by federal and state laws and policies that require providers to enroll in the Medicare program before submitting any claims for services, to promptly report certain changes in its operations to the agencies that administer these programs, and to re-enroll in these programs when changes in direct or indirect ownership occur or in response to revalidation requests from Medicare.

Properties

Our principal executive office is located in Long Beach, CA, where we occupy facilities totaling approximately 18,350 square feet under a lease that expires in 2022. We use this facility for principal corporate activities. We also lease additional office space around the U.S.

Legal Proceedings

We are not currently a party to any material litigation proceedings. From time to time, however, we may be a party to litigation and subject to claims incident to the ordinary course of business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. See “Note 11. Commitments and Contingencies” in our audited consolidated financial statements included elsewhere in this prospectus.

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MANAGEMENT

The following table sets forth certain information concerning our executive officers and directors. The respective age of each individual in the table below is as of March 1, 2021.

Name	Age	Position
Ron Williams	71	Chairman of the Board
Ravi Sachdev	44	Vice Chairman of the Board
Steven J. Sell	54	Director, Chief Executive Officer and President
Michelle A. Gourdine, M.D.	58	Director
Sharad Mansukani, M.D.	51	Director
Clay Richards	46	Director
Richard J. Schnall	51	Director
Michael Smith	72	Director
Derek L. Strum	42	Director
William Wulf, M.D.	61	Director
Timothy S. Bensley	61	Chief Financial Officer
Theodore Halkias	53	Chief Business Officer
Veeral Desai	40	Chief Strategy and Development Officer
Lisa Dombro	53	Chief Experience & Innovation Officer
Benjamin Kornitzer, M.D.	43	Chief Medical and Quality Officer
Joan Danieley	60	Chief Administrative Officer
Ben Shaker	38	Chief Markets Officer
Girish Venkatachaliah	47	Chief Technology Officer

Executive Officers

Steven J. Sell has served as our Chief Executive Officer and President and director since June 2020. In addition to his current role as Chief Executive Officer and President and director of agilon health, Mr. Sell also serves as an advisor to several early-stage healthcare companies. Mr. Sell served as President, CEO and Chairman of Health Net from March 2016 to June 2019 and President, Western Region of Health Net from November 2008 to March 2016. Mr. Sell received his B.A. from Swarthmore College and holds an MBA from the Stanford Graduate School of Business. We believe Mr. Sell is a valuable member of our board because of his experience in the healthcare industry and as agilon health’s Chief Executive Officer and President.

Timothy S. Bensley has served as our Chief Financial Officer since January 2021. Previously, Mr. Bensley served as the Chief Financial Officer of Blue Apron, from May 2018 to December 2020, and a variety of finance leadership roles at PepsiCo from July 1986 to April 2015. At PepsiCo, Mr. Bensley’s leadership roles included heading Financial Planning and Analysis, Supply Chain Finance and Sales Finance at Frito Lay North America; Senior Vice President of PepsiCo’s Global Transformation Group and serving as the Chief Financial Officer of Pepsi-Cola North America and ultimately PepsiCo Americas Foods. Mr. Bensley received his B.S. from the United States Military Academy at West Point and a Master’s degree in Project Management from Boston University.

Theodore Halkias has served as our Chief Business Officer since January 2021. Mr. Halkias joined agilon health in May 2017 as Chief Financial Officer. Mr. Halkias served as Chief Financial Officer of Landmark Health from January 2016 through May 2017. Mr. Halkias served in various finance executive capacities for DaVita Medical Group (formerly HealthCare Partners Medical Group), most recently as Chief Financial Officer for the DaVita Medical Group division, from January 1995 through December 2015. Mr. Halkias received his B.A. from the University of California, Berkeley.

Veeral Desai has served as our Chief Strategy and Development Officer since September 2020. Mr. Desai joined agilon health in April 2017 as President of Enterprise Operations. Mr. Desai served in several senior

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executive roles at Vantage Oncology (most recently as President of Operations, Chief Operating Officer for Vantage Cancer Care Network) from December 2010 to April 2017. Mr. Desai served as a consultant at Bain & Company from September 2002 to July 2005 and September 2007 to December 2010. Mr. Desai received his B.S. from the University of California, Berkeley and holds an MBA from Harvard Business School.

Lisa Dombro has served as our Chief Experience & Innovation Officer since February 2021. Ms. Dombro joined agilon health in March 2017 as Senior Vice President and Chief of Communications in Planning and Strategic Development. Ms. Dombro served as Chief of Staff for the CEO of Fresenius Medical Care North America from November 2013 to February 2017, as well as Senior Vice President of Physician Practice Services from November 2012 to July 2016. Ms. Dombro received a B.S. from Miami University.

Benjamin Kornitzer, M.D. has served as our Chief Medical and Quality Officer since January 2020, when he joined agilon health. In addition to his role as Chief Medical and Quality Officer of agilon health. Dr. Kornitzer served as Chief Medical Officer and Vice-President of the Mount Sinai Health Network from January 2014 to January 2020. Dr. Kornitzer received his A.B. from Brown University and holds a medical degree from Mount Sinai School of Medicine and completed his residency at Harvard Medical School/Massachusetts General Hospital.

Joan Danieley has served as our Chief Administrative Officer since September 2020. Ms. Danieley joined agilon health in September 2017 as Market President, Hawaii then served as President, MSO starting January 2020. Ms. Danieley served as Vice President at Molina Healthcare from September 2015 to September 2017 and was an executive with Kaiser Foundation Health Plan prior to that. Ms. Danieley received her B.S. from Elon University and holds a J.D. and a Master’s degree in Health Care Administration from Tulane University.

Ben Shaker has served as our Chief Markets Officer since September 2020. Mr. Shaker joined agilon health as Ohio Market President in January 2017. Mr. Shaker served as Vice President and COO for Mount Carmel Health Partners, which is part of Trinity Health, from December 2013 to January 2017. Mr. Shaker received his B.A. from Youngstown State University and holds a Master’s degree in Health Administration from The Ohio State University.

Girish Venkatachaliah has served as our Chief Technology Officer since January 2021. Mr. Venkatachaliah served as a Partner, Data and Artificial Intelligence on the Growth Buyout team at Frazier Healthcare Partners from July 2020 to January 2021. Previously, Mr. Venkatachaliah served as the CEO of Decision Resources Group from September 2019 to April 2020. Mr. Venkatachaliah also served as the Vice President of Data Strategy, Analytics, and Artificial Intelligence/Machine Learning at athenahealth from July 2017 to September 2019, where he led the strategy, research, product management and engineering teams. Prior to athenahealth, Mr. Venkatachaliah held several executive roles at IBM and was the Vice President of Product Development, responsible for a portfolio of cloud offerings in Data and Artificial Intelligence, at the time of his departure. Mr. Venkatachaliah received a Bachelor’s degree from Bangalore University and Master’s degrees from University of Nevada, Las Vegas, Santa Clara University and jointly from the University of California, Berkeley and Columbia University.

Directors

Ron Williams has served as a director and chairman of the board of agilon health since 2017. Mr. Williams also is chairman and CEO of RW2 Enterprises and serves as an operating advisor to CD&R. Mr. Williams serves on the board of directors of American Express Company, The Boeing Company and Johnson & Johnson. Mr. Williams also served on the Board of Envision Healthcare from May 2011 to October 2017. Mr. Williams served as the CEO and Chairman of Aetna Inc. from February 2006 and October 2006 to December 2010 and April 2011, respectively. Mr. Williams also serves as Chairman of The Conference Board and a director of NAF and the Peterson Institute for International Economics. Mr. Williams received his B.A. from Roosevelt University and holds an M.S. in Management from MIT Sloan School of Management. We believe Mr. Williams

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is a valuable member of our board because of his experience as an executive at a large healthcare company and because of his experience on other healthcare companies’ boards.

Ravi Sachdev has served as a director of agilon health since 2017 and as Vice Chairman since January 2021. Mr. Sachdev also serves as a director of Covetrus, Inc. and Steve Madden, Inc. As a Partner of CD&R since June 2015, Mr. Sachdev focuses on the healthcare sector. From November 2010 to May 2015, Mr. Sachdev was a Managing Director and Co-Head of Healthcare Services at J.P. Morgan Chase & Co. Prior to November 2010, Mr. Sachdev held the positions of Managing Director at Deutsche Bank Securities, Inc. from January 2009 until November 2010 and Director at Deutsche Bank AG from January 2007 until January 2009. Prior to joining Deutsche Bank AG in 2006 as a Vice President, Mr. Sachdev served as a Vice President at Peter J. Solomon Company, an investment banking firm, specializing in mergers and acquisitions in the healthcare sector, from 1998 to 2006. Mr. Sachdev received his B.A. from the University of Michigan. Mr. Sachdev possesses knowledge of finance and the financial analytics used to measure business performance. We believe Mr. Sachdev is a valuable member of our board because of his experience in investment banking and private equity, including in the healthcare industry.

Mr. Sell can be found above under “—Executive Officers.”

Michelle A. Gourdine, M.D. has served as a director of agilon health since January 2021. In addition to her role as director of agilon health, Dr. Gourdine also serves as Senior Vice President and Chief Medical Officer (interim) for the University of Maryland Medical System, Clinical Assistant Professor at the University of Maryland School of Medicine and Senior Associate faculty at the Johns Hopkins Bloomberg School of Public Health. Dr. Gourdine also serves on the board of Horizon BlueCross Blue Shield of New Jersey. Previously, Dr. Gourdine served on the boards of Maryland Health Benefit Exchange, from April 2016 to December 2017, and LifeBridge Health, from February 2009 to May 2015. Dr. Gourdine is the former Deputy Secretary of Health and Chief Public Health Physician for the state of Maryland from February 2005 to February 2008, and former Health Commissioner for Baltimore County from August 1995 to February 2005. Dr. Gourdine received her B.S. from Tougaloo University and her M.D. from the Johns Hopkins University School of Medicine. We believe Dr. Gourdine is a valuable member of our board because of her experience as an executive in a medical system, as an educator in the fields of medicine and public health, and on other healthcare companies’ boards.

Sharad Mansukani, M.D. has served as a director of agilon health since 2017. Dr. Mansukani also serves as a Senior Advisor to TPG, Children’s Hospital of Philadelphia, and Convey Health Solutions. Dr. Mansukani served as Chairman of the board of directors to Envision Rx Options from 2013 to 2016; a strategic advisor to the board of directors at Cigna Corp. from 2012 to 2015; Vice Chairman, Board of Directors of Health Spring, Inc. from 2007 to 2012; a director of IMS Health Holdings, Inc. from 2009 to 2016; a director of Surgical Care Affiliates, Inc. from 2007 to 2017; as lead director of IASIS Healthcare from 2005 to 2018; and a director of Kindred Healthcare, Inc. from 2015 to 2018. Dr. Mansukani also has served as a Senior Advisor on Medicare’s Program Advisory and Oversight Committee to the Secretary of the Department of Health and Human Services; Senior Advisor to the Administrator of the Centers for Medicare and Medicaid Services; and senior vice president and chief medical officer at Health Partners. Dr. Mansukani completed a residency and fellowship in ophthalmology at the University of Pennsylvania School of Medicine and a fellowship in quality management and managed care at the Wharton School of the University of Pennsylvania. He is a graduate of the Managed Care Executive Program at the Kellogg School of Business. We believe Dr. Mansukani is a valuable member of our board because of his experience as a medical professional, including in his positions working for government agencies, and his experience on or as an advisor to other healthcare companies’ boards.

Clay Richards has served as a director of agilon health since January 2021. In addition to his role as director of agilon health, Mr. Richards also serves as co-founder and chief executive officer of naviHealth, Inc. since 2012. Prior to founding naviHealth, Inc., Mr. Richards served in executive roles at Healthways, Inc. Mr. Richards also serves on the board of directors of several non-profit organizations and previously served on the Nashville Health Care Council Board of Directors. Mr. Richards received a B.S. from Washington and Lee University and

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his J.D. from the University of Mississippi School of Law. We believe Mr. Richards is a valuable member of our board because of his experience as a founder and executive at other healthcare companies.

Richard J. Schnall has served as a director of agilon health since 2017. Mr. Schnall also serves as co-President of CD&R and on the board of directors of SmileDirectClub, Inc., as well as on the board of directors of Carestream Dental LLC, DeVilbiss Healthcare LLC and Healogics, Inc. Mr. Schall previously served on the board of directors of US Foods and Envision Healthcare. Mr. Schnall worked in the investment banking divisions of Smith Barney & Co. and Donaldson, Lufkin & Jenrette from 1992 to 1996. Mr. Schnall is a graduate of the University of Pennsylvania’s Wharton School and holds an MBA from Harvard Business School. We believe Mr. Schnall is a valuable member of our board because of his extensive experience with health-related and other companies, as well as his strong financial and investing experience.

Michael Smith has served as a director of agilon health since 2017. Mr. Smith is also the co-founder and Senior Advisor of Cardinal Equity Fund. Mr. Smith also served as Executive Vice President and CFO of Anthem, Inc. from January 1999 until his retirement in January 2005. Mr. Smith joined Anthem in April 1996 as Chief Financial and Chief Operating Officer of Anthem’s subsidiary American Health Network. Mr. Smith has served as an advisor to or director for several public and private companies, including Vectren Corporation, Envision Health Care and HH Gregg. For each of the foregoing companies, Mr. Smith served as both a director and chair of the audit committee. Mr. Smith received a degree in Economics from DePauw University. He has also served as the Chair of Indiana Commission for Higher Education and is currently serving as chair of Governor Holcomb’s Commission for Next Level Teacher Pay. We believe Mr. Smith is a valuable member of our board because of his experience as an executive at a large healthcare company and his financial and investing experience.

Derek L. Strum has served as a director of agilon health since 2017. Mr. Strum also serves as a partner at CD&R, and on the board of directors of Carestream Dental, Cynosure, Digestive Disease Research Foundation, Drive DeVilbiss Healthcare and Healogics. Previously, Mr. Strum worked in the investment banking division of Morgan Stanley from 2000 to 2003, and at York Capital Management, a multi-strategy investment firm, during the summer of 2006. Mr. Strum received his B.A. from Emory University and holds an MBA from Columbia Business School. We believe Mr. Strum is a valuable member of our board because of his financial and investing experience and his experience on other healthcare companies’ boards.

William Wulf, M.D. has served as a director of agilon health since 2017. In addition to his role as director of agilon health, Dr. Wulf is the CEO of Central Ohio Primary Care. COPC is one of our physician group partners. Dr. Wulf was a founding partner of COPC in 1996 and assumed the role of CEO in 2013 after 25 years as a practicing Internist and the Corporate Medical Director. Dr. Wulf has also served as an advisor for multiple payors, including Anthem, Aetna and United Healthcare. Dr. Wulf received his B.S. from Ohio State University and his M.D. from the Medical College of Ohio in Toledo. We believe Dr. Wulf is a valuable member of our board because of his experience as a medical professional, including as an executive at a medical group and because of his experience as an advisor for multiple payors.

Corporate Governance

Board Composition and Director Independence

Our board of directors is currently composed of ten directors. Our Certificate of Incorporation will provide for a classified board of directors, with members of each class serving staggered three-year terms as follows:

• Our Class I directors will be Richard J. Schnall, Sharad Mansukani, M.D., Michael Smith and Clay Richards, and their terms will expire at the annual meeting of stockholders to be held in 2022.

• Our Class II directors will be Derek L. Strum, Michelle A. Gourdine, M.D. and Ron Williams, and their terms will expire at the annual meeting of stockholders to be held in 2023.

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• Our Class III directors will be Ravi Sachdev, Steven J. Sell and William Wulf, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2024.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. See “Description of Capital Stock—Anti-Takeover Effects of Our Certificate of Incorporation and By-laws—Classified Board of Directors.”

Prior to the completion of this offering, we and the CD&R Investor will enter into a stockholders agreement (the “CD&R Stockholder Agreement”) pursuant to which, among other matters, the CD&R Investor will have the right to designate nominees for our board of directors (the “CD&R Designees”), subject to the maintenance of specified ownership requirements. See “Certain Relationships and Related Party Transactions—Stockholders Agreements.”

Our board of directors is led by our non-executive Chairman, Mr. Ron Williams, a CD&R Designee. The CD&R Stockholder Agreement will provide that a CD&R Designee will serve as our Chairman of the board of directors as long as the CD&R Investor holds at least 25% of the outstanding shares of our common stock.

The number of members on our board of directors may be fixed by resolution adopted from time to time by the board of directors. Subject to the CD&R Stockholder Agreement, any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Each director shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

With respect to any vacancy of a CD&R Designee, the CD&R Investor will have the right to designate a new director for election by a majority of the remaining directors then in office.

Our board of directors has determined that Michelle A. Gourdine, M.D., Sharad Mansukani, M.D., Clay Richards and Michael Smith are “independent” as defined under the NYSE and the Exchange Act rules and regulations.

Controlled Company

After the completion of this offering, the CD&R Investor will continue to control a majority of the voting power of our outstanding common stock. The CD&R Investor will own approximately    % of our common stock after the completion of this offering (or approximately     % if the underwriters exercise in full their option to purchase additional shares). Accordingly, we expect to be a “controlled company” within the meaning of the NYSE corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including:

• the requirement that a majority of the board of directors consist of independent directors;

• the requirement that our Nominating and Governance Committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement that we have a Compensation Committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement for an annual performance evaluation of the Nominating and Governance and Compensation Committees.

Following this offering, we intend to utilize these exemptions. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance rules and requirements. The “controlled company” exception does not modify audit committee independence requirements of Rule 10A-3 under the Exchange Act and the NYSE rules.

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Board Committees

Upon the listing of our common stock, our board of directors will maintain an Audit Committee, a Compensation Committee, a Nominating and Governance Committee and a Compliance & Quality Committee. We will also maintain a Disclosure Committee as a management committee. Under the NYSE rules, we will be required to have one independent director on our Audit Committee during the 90-day period beginning on the date of effectiveness of the registration statement filed with the SEC in connection with this offering. After such 90-day period and until one year from the date of effectiveness of the registration statement, we are required to have a majority of independent directors on our Audit Committee. Thereafter, our Audit Committee is required to be composed entirely of independent directors. As a controlled company, we are not required to have independent Compensation or Nominating and Governance Committees. The following is a brief description of our committees.

Audit Committee

Our Audit Committee will be responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications and independence of our independent registered public accounting firm, the effectiveness of our internal control over financial reporting and the performance of our internal audit function and independent registered public accounting firm. Our Audit Committee will be responsible for reviewing and assessing the qualitative aspects of our financial reporting, our processes to manage business and financial risks, and our compliance with significant applicable legal, ethical and regulatory requirements. Our Audit Committee will be directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The charter of our Audit Committee will be available without charge on the investor relations portion of our website upon the listing of our common stock.

Prior to the completion of this offering, we expect the members of our Audit Committee to be Michael Smith (Chairperson), Clay Richards and Derek Strum. Our board of directors has designated Michael Smith as an “audit committee financial expert,” and each of the three members has been determined to be “financially literate” under the NYSE rules. Our board of directors has also determined that Clay Richards and Michael Smith are “independent” as defined under the NYSE and Exchange Act rules and regulations.

Compensation Committee

Our Compensation Committee will be responsible, among its other duties and responsibilities, for reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers and directors of our company and its subsidiaries (including the Chief Executive Officer), establishing the general compensation policies of our company and its subsidiaries and reviewing, approving and overseeing the administration of the employee benefits plans of our company and its subsidiaries. Our Compensation Committee will also periodically review management development and succession plans. The charter of our Compensation Committee will be available without charge on the investor relations portion of our website upon the listing of our common stock.

Prior to the completion of this offering, we expect the members of our Compensation Committee to be Ravi Sachdev (Chairperson), Ron Williams, Sharad Masukani, M.D. and William Wulf, M.D. In light of our status as a “controlled company” within the meaning of the corporate governance standards of the NYSE following this offering, we are exempt from the requirement that our Compensation Committee be composed entirely of independent directors under listing standards applicable to membership on the Compensation Committee, with a written charter addressing the committee’s purpose and responsibilities and the requirement that there be an annual performance evaluation of the Compensation Committee.

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Nominating and Governance Committee

Our Nominating and Governance Committee will be responsible, among its other duties and responsibilities, for identifying and recommending candidates to the board of directors for election to our board of directors, reviewing the composition of the board of directors and its committees, developing and recommending to the board of directors corporate governance guidelines that are applicable to us, and overseeing board of directors evaluations. The charter of our Nominating and Governance Committee will be available without charge on the investor relations portion of our website upon the completion of this offering.

Prior to the completion of this offering, we expect the members of our Nominating and Governance Committee to be Ron Williams (Chairperson), Michelle A. Gourdine, M.D., Clay Richards and Derek Strum. In light of our status as a “controlled company” within the meaning of the corporate governance standards of the NYSE following this offering, we are exempt from the requirement that our Nominating and Governance Committee be composed entirely of independent directors, with a written charter addressing the committee’s purpose and responsibilities and the requirement that there be an annual performance evaluation of the Nominating and Governance Committee.

Compliance and Quality Committee

The Compliance and Quality Committee will be responsible, among its other duties and responsibilities, for assisting the board of directors in fulfilling its fiduciary responsibilities relating to compliance with the laws, rules and regulations applicable to our business and recommending adoption and implementation of, and changes to, our compliance programs, subject in all cases to the oversight and approval authority of the board of directors. Prior to the completion of this offering, we expect the members of our Compliance and Quality Committee to be Michelle A. Gourdine, M.D. (Chairperson), Sharad Mansukani, M.D., Steven J. Sell and William Wulf, M.D.

Disclosure Committee

The Disclosure Committee will be a management committee, responsible, among its other duties and responsibilities, for assisting the Chief Executive Officer and Chief Financial Officer in fulfilling their responsibility for oversight of the accuracy and timeliness of the disclosures made by the Company.

Compensation Committee Interlocks and Insider Participation

Prior to this offering, our Compensation Committee consisted of Ravi Sachdev (Chairperson), Ron Williams and Sharad Mansukani, M.D. None of our executive officers has served as a member of a compensation committee (or if no committee performs that function, the board of directors) of any other entity that has an executive officer serving as a member of our board of directors.

Code of Conduct and Financial Code of Ethics

We have a Code of Conduct that applies to all of our officers, employees and directors and, prior to the listing of our common stock, we expect that the board of directors will adopt a “Financial Code of Ethics” that will apply to our Chief Executive Officer, Chief Financial Officer and corporate officers with financial and accounting responsibilities, including the Controller/Chief Accounting Officer, Treasurer and any other person performing similar tasks or functions. The Financial Code of Ethics and the Code of Conduct each address matters such as conflicts of interest, confidentiality, business practices and compliance with laws and regulations. The Financial Code of Ethics and the Code of Conduct will be available without charge on the investor relations portion of our website upon the listing of our common stock.

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EXECUTIVE COMPENSATION

Our named executive officers (“NEOs”) for the year ended December 31, 2020 include our current principal executive officer, our two other most highly compensated executive officers and our former principal executive officer. These individuals are:

• Steven J. Sell, Chief Executive Officer and President, effective June 1, 2020

• Lisa Dombro, Chief Experience & Innovation Officer

• Benjamin Kornitzer, M.D., Chief Medical and Quality Officer

• Ronald Kuerbitz, Former Chief Executive Officer until June 1, 2020

Summary Compensation Table

The following table sets forth the compensation of our NEOs during the fiscal year ended December 31, 2020.

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
Steven J. Sell, Chief Executive Officer and President(1)		2020		432,692		—		5,277,000		328,893		—		6,038,585
Lisa Dombro, Chief Experience & Innovation Officer		2020		350,000		—		519,140		275,625		7,947		1,152,712
Benjamin Kornitzer, M.D., Chief Medical and Quality Officer		2020		481,731		—		1,400,465		366,803		9,615		2,258,614
Ronald Kuerbitz, Former Chief Executive Officer		2020		372,115		—		762,555		—		2,670,987		3,805,657

(1) Mr. Sell commenced his employment with the Company as of June 1, 2020, and amounts reported for Mr. Sell in this table reflect that his annual base salary and non-equity incentive plan compensation were prorated for the 2020 calendar year.

(2) Option Awards. Amounts reported in this column represent the aggregate grant date fair value of stock options, computed in accordance with FASB ASC Topic 718. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Stock-based Compensation” for a discussion of the relevant assumptions used to calculate these amounts. With respect to stock options that vest subject to a performance condition, the grant date fair value is calculated based upon the probable outcome of the performance condition being achieved, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date, excluding the effect of estimated forfeitures. Assuming the applicable performance conditions are achieved, the value of the performance-based vesting option awards at the grant date would be $385,250 for Dr. Kornitzer and $6,265,500 for Mr. Sell. See “Narrative Disclosure to Summary Compensation Table—Equity Compensation Plan” below for more information regarding the stock option awards. For Mr. Kuerbitz, the amount reported in this column represents the incremental fair value, calculated as of the modification date in accordance with FASB ASC Topic 718, resulting from the extension of the post-termination exercise period of Mr. Kuerbitz’s vested time-based option awards in connection with his separation as described below under the heading “—Ronald Kuerbitz Separation Agreement.”

(3) Non-Equity Incentive Plan Compensation. The amounts in this column represent annual cash incentive bonuses earned based on the achievement of pre-established annual financial and individual performance goals. Pursuant to the terms of his separation agreement, Mr. Kuerbitz was not eligible for an annual cash incentive bonus in respect of fiscal year 2020. See “Narrative Disclosure to Summary Compensation Table—Annual Cash Incentive Program” below for more information.

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(4) All Other Compensation. Amounts reported in this column for our NEOs in fiscal year 2020 include the items set forth below, as applicable to each NEO. For additional information regarding the termination benefits paid to Mr. Kuerbitz, see “Potential Payments upon Termination or Change in Control—Ronald Kuerbitz Separation Agreement” below.

Name	401(k) Contributions		Severance Benefits		Other
Steven J. Sell		—		—		—
Lisa Dombro		7,947		—		—
Benjamin Kornitzer, M.D.		9,615		—		—
Ronald Kuerbitz		9,987		2,661,000		—

Narrative Disclosure to Summary Compensation Table

Employment Agreements

We have entered into an employment agreement with each of our active NEOs, which, among its terms, provides salary, bonus, benefits and severance. We believe that these employment agreements enable us to attract and retain top executive talent, and ensure that the terms applicable to employment, including separation of service, are generally agreed upon in advance. A terminated NEO is also bound by confidentiality and non-solicitation provisions that protect our commercial interests. In 2020, each of our active NEOs was party to an employment agreement with agilon health management, inc. In connection with his separation on June 1, 2020, Mr. Kuerbitz entered into a separation agreement that replaced and superseded the terms of his employment agreement.

The material terms of the active NEOs’ employment agreements and Mr. Kuerbitz’s separation agreement are described below under the heading “—Potential Payments upon Termination or Change in Control.”

Annual Cash Incentive Program

For the 2020 fiscal year, each of our NEOs was eligible to receive a cash incentive bonus at a percentage of the NEO’s annual base salary, based on achievement of pre-established annual financial and individual performance goals that were approved by our Compensation Committee. For the 2020 fiscal year, the company performance goals included Adjusted EBITDA (subject to a cash flow threshold), and certain operational goals, including exit enrollment, annual wellness visits and net promoter scores. The payout of this 2020 annual cash incentive to our NEOs, as determined by our Compensation Committee in its discretion based on achievement of the 2020 fiscal year goals, is shown in the “Summary Compensation Table” above under the “Non-Equity Incentive Plan Compensation” column.

By conditioning a significant portion of our NEOs’ potential total annual cash compensation on our achievement of annual performance targets, we reinforce our focus on achieving profitable growth and maintaining our standards of quality and compliance.

Equity Compensation Plan

Each of our NEOs holds nonqualified stock options to purchase shares of our common stock under the agilon health, inc. Stock Incentive Plan (the “Stock Incentive Plan”). See “Note 13. Stock Incentive Plan” in our consolidated financial statements included elsewhere in this prospectus. Our Stock Incentive Plan is designed to ensure that senior management, including our NEOs, maximize their focus on increasing stockholder value through long-term growth, and stock options constitute a meaningful part of our NEOs’ compensation. The Stock Incentive Plan is administered by our Compensation Committee, which has discretion, within the parameters of the Stock Incentive Plan, to determine the recipients, amounts and terms of awards.

The stock options granted to our NEOs consist of the following: (a) the “Base Options,” which, for Ms. Dombro and Dr. Kornitzer, vest in four equal annual installments, and for Mr. Sell, vest in five equal annual

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installments; (b) the “Upside Options,” which, for Ms. Dombro and Dr. Kornitzer, vest on the date the CD&R Investor realizes a return of at least three times its initial investment in the Company from sales of its shares and extraordinary cash dividends (the “Performance Condition”), and for Mr. Sell, vest in five equal annual installments but only if as of such date (or a later date prior to the option’s termination), the Performance Condition has been achieved; and (c) for Mr. Sell only, the “IPO Options,” which will vest upon the completion of this offering. Vesting of the outstanding stock options is subject to the NEO’s continuous employment on the applicable vesting date, except as described below. The exercise price of each outstanding stock option is set forth in the “Option Exercise Price” column of the “Outstanding Equity Awards at Fiscal Year End 2020” table. All stock options expire ten years after the date of grant.

Under each NEO’s stock option agreement and the Stock Incentive Plan, the NEO’s unvested stock options would be canceled upon the termination of his employment, except that, in the event of a termination due to death or disability, a certain number of unvested Base Options will vest. In the event we terminate an NEO for “cause,” all of the NEO’s unvested and vested stock options will be immediately cancelled. Following an NEO’s termination of employment, vested options generally are cancelled unless the executive exercises them within 90 days (or 180 days if the termination was due to death, disability or retirement) or, if sooner, on the options’ normal expiration date. In addition, in the event of an employment termination, our Compensation Committee has discretion to modify certain terms of the stock options.

If we experience a “change in control” (as defined in the Stock Incentive Plan), Base Options will generally accelerate and, along with vested Upside Options, will be canceled in exchange for a payment equal to the price per share offered in the “change in control” minus the stock option’s exercise price, unless our board of directors elects to allow alternative awards in lieu of payment.

In connection with Mr. Kuerbitz’s separation from the Company, Mr. Kuerbitz forfeited all of his outstanding Upside Options, and his vested Base Options will remain exercisable until the tenth anniversary of the grant date. For additional information regarding the treatment of Mr. Kuerbitz’s options in connection with his separation, see “Potential Payments upon Termination or Change in Control—Ronald Kuerbitz Separation Agreement” below.

Outstanding Equity Awards at Fiscal Year End 2020

The following table provides information about outstanding equity awards held by each of our NEOs as of December 31, 2020. All awards were granted under our Stock Incentive Plan, as described above.

Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)			Option Exercise Price ($)		Option Expiration Date
Steven J. Sell		—			20,000	(2)		—			449.46		5/22/2030
		—			—			25,000	(6)		1,011.29		5/22/2030
		—			—			10,000	(7)		449.46		5/22/2030
Lisa Dombro		3,750	(1)		1,250	(3)		—			100.00		4/27/2027
		—			—			7,500	(6)		300.00		4/27/2027
		1,250	(1)		1,250	(4)		—			100.00		1/24/2028
		—			2,000	(5)		—			449.46		7/29/2030
Benjamin Kornitzer, M.D.		—				(2)		—			449.46		1/31/2030
		—			—			2,500	(6)		898.92		1/31/2030
Ronald Kuerbitz		42,500	(1)		—			—			100.00		12/30/2026
		8,500	(1)		—			—			100.00		4/27/2027

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(1) The awards in this column consist of nonqualified stock options granted under our Stock Incentive Plan that have previously vested.

(2) The awards in this column consist of nonqualified stock options granted under our Stock Incentive Plan that will vest (a) for Mr. Sell, 20% on each anniversary of June 1, 2020, and (b) for Dr. Kornitzer, 25% on each anniversary of January 9, 2020, in each case subject to that NEO’s continued employment through each applicable vesting date, except as described above under “Narrative Disclosure to Summary Compensation Table—Equity Compensation Plan.”

(3) These awards consist of nonqualified stock options granted under our Stock Incentive Plan, which vested on March 1, 2021.

(4) These awards consist of nonqualified stock options granted under our Stock Incentive Plan, of which half vested on January 24, 2021 and the remaining half will vest on January 24, 2022, subject to Ms. Dombro’s continued service through such date.

(5) These awards consist of nonqualified stock options granted under our Stock Incentive Plan, which vest 25% on each anniversary of July 29, 2020, subject to Ms. Dombro’s continued service through such date.

(6) These awards consist of nonqualified stock options granted under our Stock Incentive Plan, which vest (a) for Mr. Sell, 20% on each anniversary of June 1, 2020, but only if as of such date or a later date prior to the option’s termination, the Performance Condition has been achieved, and (b) for Ms. Dombro and Dr. Kornitzer, on the date the Performance Condition is achieved, in each case subject to that NEO’s continued employment through each applicable vesting date, except as described above under “Narrative Disclosure to Summary Compensation Table—Equity Compensation Plan.”

(7) These awards consist of nonqualified stock options granted under our Stock Incentive Plan, which will vest upon the completion of this offering, subject to Mr. Sell’s continued service through such date.

Retirement Benefits

We maintain a 401(k) plan for the benefit of our eligible employees, including our NEOs, under which participants are permitted to contribute a percentage of their compensation on a pre-tax basis, subject to U.S. Internal Revenue Code limits. We make matching contributions under the 401(k) plan, subject to vesting conditions. Our NEOs are eligible to participate in the 401(k) plan on the same basis as our other employees.

We do not maintain any retirement plans other than the 401(k) plan.

Potential Payments upon Termination or Change in Control

Steven J. Sell Employment Agreement

Mr. Sell’s employment agreement does not provide a fixed term and may be terminated at any time by either party. Under his agreement, Mr. Sell is entitled to an annual base salary of $750,000 and is eligible for payment of an annual cash bonus, with a target amount equal to 75% of his base salary. In addition, Mr. Sell’s agreement provides that he will be awarded options pursuant to the Stock Incentive Plan, which vest based on the achievement of certain time and/or performance conditions.

The employment agreement provides for certain severance benefits. If Mr. Sell’s employment is terminated without “cause” or if he resigns his employment for “good reason” (as such terms are defined in his employment agreement), he is entitled to receive (i) a continuing base salary for 18 months, payable on the Company’s normal payroll dates, (ii) a cash payment equal to his target annual bonus, payable in equal monthly installments over 12 months on the Company’s normal payroll dates, (iii) any earned but unpaid annual bonus for the fiscal year prior to the year in which Mr. Sell’s employment terminates and (iv) continued medical, dental and vision insurance coverage for 12 months at active employee rates. Any severance payments are conditioned, among other things, upon Mr. Sell’s execution and non-revocation of a release of claims and his continued compliance with applicable restrictive covenants.

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Lisa Dombro Employment Agreement

Ms. Dombro’s employment agreement does not provide a fixed term and may be terminated at any time by either party. Under her agreement, Ms. Dombro is entitled to an annual base salary of $350,000 and is eligible for payment of an annual cash bonus, with a target amount equal to 75% of her base salary. In addition, Ms. Dombro’s agreement provides that she will be awarded options pursuant to the Stock Incentive Plan, which vest based on the achievement of certain time and/or performance conditions.

The employment agreement provides for certain severance benefits. If Ms. Dombro’s employment is terminated without “cause” or if she resigns her employment for “good reason” (as such terms are defined in her employment agreement), she is entitled to receive a cash payment of two times the sum of her base salary and target bonus, payable in equal monthly installments over 24 months, and continued medical, dental and vision insurance coverage for 18 months at active employee rates. Any severance payments are conditioned, among other things, upon Ms. Dombro’s execution and non-revocation of a release of claims and her continued compliance with applicable restrictive covenants.

Benjamin Kornitzer Employment Agreement

Dr. Kornitzer’s employment agreement does not provide a fixed term and may be terminated at any time by either party. Under his agreement, Dr. Kornitzer is entitled to an annual base salary of $500,000 and is eligible for payment of an annual cash bonus, with a target amount equal to 75% of his base salary. In addition, Dr. Kornitzer’s agreement provides that he will be awarded options pursuant to the Stock Incentive Plan, which vest based on the achievement of certain time and/or performance conditions.

The employment agreement provides for certain severance benefits if Dr. Kornitzer’s employment is terminated without “cause” or if he resigns for “good reason” (as such terms are defined in his employment agreement), he is entitled to receive a continuing base salary for 24 months, payable on the Company’s normal payroll dates. Any severance payments are conditioned, among other things, upon Dr. Kornitzer’s execution and non-revocation of a release of claims and his continued compliance with applicable restrictive covenants.

Ronald Kuerbitz Separation Agreement

Mr. Kuerbitz was employed pursuant to an employment agreement, which provided for an annual base salary of $750,000. In connection with his separation from the Company on June 1, 2020, we entered into a separation agreement with Mr. Kuerbitz, which replaces and supersedes his employment agreement.

Under the separation agreement, Mr. Kuerbitz is entitled to receive the following benefits in connection with the termination of his employment, so long as he complies with provisions related to non-competition, non-solicitation of employees and customers, non-disparagement and other applicable covenants: (i) a continued base salary for 24 months, payable on the Company’s normal payroll dates; (ii) continued medical, dental and vision insurance coverage for 18 months following his termination date at active employee rates or, if earlier, the date on which he obtains medical coverage through alternative employment; (iii) his vested Base Options will remain exercisable until the tenth anniversary of the grant date; and (iv) upon the consummation of a public offering with aggregate gross cash proceeds meeting or exceeding the threshold set forth in the separation agreement or a change in control occurring on or prior to December 31, 2021, Mr. Kuerbitz will be paid a special cash bonus in recognition of the value he created at the Company and his significant contributions to the Company leading to a public offering. All of Mr. Kuerbitz’s Upside Options were forfeited in connection with his separation, and Mr. Kuerbitz forfeited his entitlement to annual bonus for the 2020 fiscal year pursuant to the terms of the separation agreement. Following the termination of his employment, Mr. Kuerbitz is also subject to a 12-month non-compete and certain non-solicitation, non-disparagement and confidentiality obligations.

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Changes to the Executive Compensation Program in Connection with the Initial Public Offering

Omnibus Incentive Plan

Our board of directors has approved the agilon health, inc. 2021 Omnibus Equity Incentive Plan, or the “Omnibus Incentive Plan,” which will be effective on the day prior to the effective date of the registration statement of which this prospectus forms a part, pursuant to which, following the offering at times determined by our board of directors or our compensation committee, we will make grants of long-term equity incentive compensation to our employees, directors and certain other eligible service providers.

Following this offering, we intend to grant annual equity awards to our NEOs and other executive officers in amounts determined by our board of directors or its compensation committee, as a key element of our post-offering compensation program. Generally, these annual equity awards to our NEOs and other executive officers will be comprised 50% of stock options that vest in annual quarterly installments based on service over a four year period, 25% of restricted stock units that vest in annual quarterly installments based on service over a four year period, and 25% of performance shares that will be subject to cliff vesting at the conclusion of a three year performance period based on service and the achievement of revenue and Adjusted EBITDA performance goals established by our board of directors or its compensation committee.

Consistent with the terms set forth above, an initial annual equity award for the 2021 fiscal year will be granted to each of our NEOs (excluding our chief executive officer and former chief executive officer) and to other executive officers and certain other employees in connection with the completion of this offering. Given our chief executive officer’s existing equity interests in the Company, our compensation committee determined that he has sufficient alignment with our stockholders and incentives for the 2021 fiscal year, and therefore do not intend to grant him an annual equity award for the 2021 fiscal year. Also, we intend to make one-time equity awards in connection with the completion of this offering to certain of our executive officers (excluding our NEOs) and other employees to align their incentives with our stockholders and reward their performance. The equity awards approved by our compensation committee for grants to our employees (including the awards described above to certain of our NEOs) in connection with the completion of the offering represent                  shares of common stock issuable upon the exercise of such awards and         % of the shares reserved under the Omnibus Incentive Plan.

The following are the material terms of the Omnibus Incentive Plan, which is qualified by reference to the full text of the Omnibus Incentive Plan.

Administration. Our board of directors has the authority to interpret the terms and conditions of the Omnibus Incentive Plan, to determine eligibility for and terms of awards for participants and to make all other determinations necessary or advisable for the administration of the Omnibus Incentive Plan. The board of directors may delegate its authority to a committee, including its compensation committee. The board of directors, or the applicable committee, is referred to below as the “Administrator.” To the extent consistent with applicable law, the Administrator may further delegate matters involving administration of the Omnibus Incentive Plan to our Chief Executive Officer or other officers. In addition, subcommittees may be established by the Administrator, including to comply with Rule 16b-3 under the Exchange Act.

Eligible Award Recipients. Our directors, employees and certain consultants are eligible to receive awards under the Omnibus Incentive Plan.

Awards. Awards under the Omnibus Incentive Plan may be made in the form of stock options, which may be either incentive stock options or non-qualified stock options; restricted stock; restricted stock units; performance shares; performance units; stock appreciation rights, or “SARs”; dividend equivalents; and other stock-based awards. Cash awards may also be granted under the Omnibus Incentive Plan as annual or long-term incentives. All of the shares under the Omnibus Incentive Plan may be granted as incentive stock options within the meaning of the Code.

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Shares Subject to the Omnibus Incentive Plan. Subject to adjustment as described below, the aggregate number of shares of common stock available for issuance under the Omnibus Incentive Plan will be equal to              shares over the 10-year period from the date of adoption. The Omnibus Incentive Plan’s share reserve will automatically increase on the first trading day in January of each calendar year, beginning in calendar year 2022, by an amount equal to 5% of the total number of outstanding shares of common stock on the last trading day in December of the immediately prior calendar year or such lesser amount as determined by our board of directors. Shares issued under the Omnibus Incentive Plan may be either authorized but unissued shares or shares reacquired by us.

Any shares covered by an award, or portion of an award, granted under the Omnibus Incentive Plan that are forfeited, canceled, expired or otherwise terminated for any reason will again be available for the grant of awards under the Omnibus Incentive Plan. Additionally, any shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligations pursuant to any award under the Omnibus Incentive Plan, and the shares subject to any award that is settled in cash, will again be available for issuance. The Omnibus Incentive Plan permits us to issue replacement awards to employees of companies acquired by us, but those replacement awards would not count against the share maximum listed above.

Director Limits. With respect to any period from one annual meeting of shareholders to the next following annual meeting of shareholders, the fair market value of awards granted to any non-employee director (as of the grant date), and the cash paid to any non-employee director may not exceed $700,000 in the aggregate for any such non-employee director who is serving as chairman of the board of directors and $600,000 in the aggregate for any other such non-employee director.

Terms and Conditions of Options and Stock Appreciation Rights. An “incentive stock option” is an option that meets the requirements of Section 422 of the Code, and a “non-qualified stock option” is an option that does not meet those requirements. A SAR is the right of a participant to a payment, in shares of common stock, or such other form determined by the Administrator, equal to the amount by which the fair market value of a share of common stock on the exercise date exceeds the exercise price of the stock appreciation right. An option or SAR granted under the Omnibus Incentive Plan will be exercisable only to the extent that it is vested on the date of exercise. Each option and SAR will vest and become exercisable according to the terms and conditions determined by the Administrator. Unless otherwise determined by the Administrator, no option or SAR may be exercisable more than ten years from the grant date. SARs may be granted to participants in tandem with options or separately.

The exercise price per share under each non-qualified option and SAR granted under the Omnibus Incentive Plan may not be less than 100% of the fair market value of our common stock on the option grant date. The Omnibus Incentive Plan includes a general prohibition on the repricing of out-of-the-money options and SARs without shareholder approval.

Terms and Conditions of Restricted Stock and Restricted Stock Units. Restricted stock is an award of common stock on which certain restrictions are imposed over specified periods that subject the shares to a substantial risk of forfeiture. A restricted stock unit is a unit, equivalent in value to a share of common stock, credited by means of a bookkeeping entry in our books to a participant’s account, which is settled after vesting in stock or cash, as determined by the Administrator. Subject to the provisions of the Omnibus Incentive Plan, our Administrator will determine the terms and conditions of each award of restricted stock or restricted stock units, including the restricted period for all or a portion of the award, and the restrictions applicable to the award. Restricted stock and restricted stock units will vest based on a period of service specified by our Administrator, the occurrence of events specified by our Administrator or both. Restricted stock units granted under the plan will receive dividend equivalents settled in shares of our common stock unless otherwise determined by the Administrator.

Terms and Conditions of Performance Shares and Performance Units. A performance share is a grant of a specified number of shares of common stock, or a right to receive a specified (or formulaic) number of shares of

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common stock after the date of grant, subject to the achievement of predetermined performance conditions. A performance unit is a unit, having a specified cash value that represents the right to receive a share of common stock or cash (based on the fair market value of our common stock) if performance conditions are achieved. Vested performance units may be settled in cash, stock or a combination of cash and stock, at the discretion of the Administrator. Performance shares and performance units will vest based on the achievement of performance goals during the performance cycle established by the Administrator, and such other conditions, restrictions and contingencies as the Administrator may determine. Performance shares and performance units granted under the plan will receive dividend equivalents settled in shares of our common stock unless otherwise determined by the Administrator.

Other Stock-Based Awards. The Administrator may make other equity-based or equity-related awards not otherwise described by the terms of the Omnibus Incentive Plan.

Dividend Equivalents. A dividend equivalent is the right to receive payments in cash or in stock, based on dividends with respect to shares of stock. Dividend equivalents may be granted to participants in tandem with another award or as freestanding awards.

Termination of Employment or Service. Except as determined by the Administrator or provided in an award agreement, unvested awards granted under the Omnibus Incentive Plan will be forfeited upon a participant’s termination of employment or service to the Company.

Other Forfeiture Provisions; Clawback. A participant will be required to forfeit and disgorge any awards granted or vested and all gains earned or accrued due to the exercise of stock options or SARs or the sale of any Company common stock to the extent required by any policies as to forfeiture and recoupment or clawback policies as may be adopted by the Administrator or the board of directors, or as required by applicable law, including Section 304 of the Sarbanes-Oxley Act and Section 10D of the Exchange Act, or as required by any stock exchange or quotation system on which our common stock is listed.

In addition, the Administrator may impose similar penalties to a participant who engages in “competitive activity” (as defined in the Omnibus Incentive Plan).

Change in Capitalization or Other Corporate Event. The number or amount of shares of stock, other property or cash covered by outstanding awards, the number and type of shares of stock that have been authorized for issuance under the Omnibus Incentive Plan, the exercise or base price or purchase price of each outstanding award, and the other terms and conditions of outstanding awards, will be subject to adjustment by the Administrator, in its discretion, in the event of any stock dividend, extraordinary dividend, stock split or share combination or any recapitalization, merger, consolidation, exchange of shares, spin-off, liquidation or dissolution of the Company or other similar transaction affecting our common stock. Any such adjustment would not be considered a repricing for purposes of the prohibition on repricing described above.

Effect of a Change in Control. Except as otherwise determined by the Administrator, upon a future change in control of the Company, unless prohibited by applicable law (including if such action would trigger adverse tax treatment under Section 409A of the Code), no accelerated vesting or cancellation of awards would occur if the awards are assumed and/or replaced in the change in control with substitute awards having the same or better terms and conditions, except that any substitute service-based awards must fully vest on a participant’s involuntary termination of employment without “cause” or, if applicable, for “good reason” (as defined in the Omnibus Incentive Plan) occurring within 12 months following the date of the change in control. If the Administrator determines that any outstanding awards will not be substituted in the change in control, then those awards would fully vest and be cancelled for the same per share payment made to the shareholders in the change in control (less, in the case of options and SARs, the applicable exercise or base price). The Administrator has the ability to prescribe different treatment of awards in the award agreements and/or to take actions that are more favorable to participants.

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Employee Stock Purchase Plan

Our board of directors has approved the agilon health, inc. Employee Stock Purchase Plan, or the “ESPP,” that will be intended to qualify for favorable tax treatment under Sections 421 and 423 of the Code for our employees and which will be effective on the day prior to the effective date of the registration statement of which this prospectus forms a part. A total of         % of our outstanding common stock at the time of this offering will be available for future issuance under the ESPP. The ESPP’s share reserve will automatically increase on the first trading day in January of each calendar year, beginning in calendar year 2022, by an amount equal to 1% of the total number of outstanding shares of common stock on the last trading day in December of the immediately prior calendar year or such lesser amount as determined by our board of directors. Under the ESPP, eligible employees will have the opportunity to purchase shares of our common stock during pre-specified offering periods at a pre-specified discount established by the compensation committee of our board of directors, subject to applicable IRS limits.

Stock Ownership Guidelines

Our board of directors has established stock ownership guidelines in order to further align the long term interests of our executive officers and non-employee directors with those of our stockholders. Our stock ownership guidelines require that our executive officers own shares of the Company’s common stock having an aggregate value equal to a multiple of the executive officer’s annual base salary or non-employee director’s annual board cash retainer as follows:

Position	Multiple
Chief Executive Officer		6x Annual Base Salary
All Other Executive Officers		2x Annual Base Salary
Non-Employee Directors*		5x Annual Board Cash Retainer

* Excludes CD&R affiliated directors

Executives are required to hold 50% of shares acquired as a result of exercise or settlement of compensatory awards (net of any shares withheld for taxes) until these ownership guidelines have been met.

Compensation of Directors for 2020 Fiscal Year

The following table sets forth information regarding compensation for each of our non-employee directors during our fiscal year ended December 31, 2020. Mr. Sell’s compensation for fiscal year 2020 is reported in the Summary Compensation table above.

Name	Fees earned or paid in cash ($)		Stock awards ($)(1)		Option awards ($)(2)		All other compensation ($)		Total ($)
Ronald A. Williams		—		—		—		—		—
Ravi Sachdev		—		—		—		—		—
Richard J. Schnall		—		—		—		—		—
Derek L. Strum		—		—		—		—		—
Sharad Mansukani, M.D.		215,000		—		—		—		215,000
William A. Sanger(3)		50,000		50,000		—		—		100,000
Michael L. Smith		75,000		50,000		—		—		125,000
John William Wulf, M.D.		50,000		50,000		527,700		—		627,700

(1) The amount in this column represents the grant date fair value of restricted stock units issued to Messrs. Sanger, Smith and Wulf in fiscal year 2020, computed in accordance with FASB ASC Topic 718. The

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restricted stock units vest in three equal annual installments, subject to each director’s continued service as a member of our board of directors through such date. As of December 31, 2020, Messrs. Sanger, Smith and Wulf each held 365 outstanding restricted stock units.

(2) Amounts reported in this column represent the aggregate grant date fair value of stock options granted to Dr. Wulf in fiscal year 2020, computed in accordance with FASB ASC Topic 718. As of December 31, 2020, Messrs. Mansukani, Williams and Wulf held 8,000, 11,000 and 2,000 outstanding stock options award, respectively. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Stock-based Compensation” for a discussion of the relevant assumptions used to calculate these amounts.

(3) Messr. Sanger retired as a director effective as of January 4, 2021.

In fiscal year 2020, no director who is a CD&R partner (i.e. Messrs. Sachdev, Schnall and Strum) was compensated by us for services as a director.

Three of our non-employee directors, Messrs. Sanger, Smith and Wulf, were paid an annual retainer fee of $100,000 in fiscal year 2020, consisting of 50% cash paid in quarterly installments in arrears and 50% in restricted stock units based on the grant date value. These restricted stock units vest in three equal annual installments. Also, Mr. Smith received an additional fee of $25,000 in respect of his service as chair of our Audit Committee.

In fiscal year 2020, Dr. Wulf also received a one-time stock option grant, consisting of (i) “Base Options,” which vest in five annual installments, and (ii) “Upside Options,” which vest in five annual installments but only if as of such date (or a later date prior to the option’s termination), the Performance Condition (as defined above) has been achieved, in each case subject to Dr. Wulf’s continuous service as a director on the applicable vesting date. The stock options expire ten years after the date of grant.

Changes to Director Compensation in Connection with the Offering

Our board of directors has adopted the following non-employee director compensation program to be effective as of the offering, including a mix of cash and equity compensation:

Cash Retainers and Equity-Based Awards

Compensation	Amount
Initial Equity Award	$160,000 option grant with three-year ratable vesting
Annual Equity Award	$160,000 restricted stock unit grant with one-year vesting
Annual Cash Retainer	$70,000
Committee Chair Annual Cash Retainer Fee	Audit Committee: $25,000 Compensation Committee: $15,000 Nominating & Governance Committee: $10,000 Compliance Committee: $15,000

We expect that each of our directors who is employed by or affiliated with CD&R will not receive compensation for his services as a director. Directors are also entitled to reimbursement of their expenses incurred in connection with travel to meetings.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information as of                , 2021 with respect to the ownership of our common stock by:

• each person known to own beneficially more than five percent of our common stock;

• each of our directors;

• each of our named executive officers; and

• all of our current executive officers and directors as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Percentage computations are based on approximately                  shares of our common stock outstanding as of                , 2021, and                  shares outstanding following the completion of this offering.

Except as otherwise indicated in the footnotes to the table, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. Unless otherwise set forth in the footnotes to the table, the address for each listed stockholder is 1 World Trade Center, Suite 2000, Long Beach, CA 90831.

	Shares Beneficially Owned Before the Offering and After the Offering Assuming the Underwriters’ Option Is Not Exercised(1)			Shares Beneficially Owned After the Offering Assuming the Underwriters’ Option Is Exercised in Full
Name and Address of Beneficial Owner	Number of Shares Owned	Percent of Class Before the Offering (%)	Percent of Class After the Offering (%)	Number of Shares Owned	Percent of Class After the Offering (%)
CD&R Vector Holdings, L.P(2)
Morgan Stanley Investor(3)
Capital World Investor(4)
Ron Williams
Michelle A. Gourdine, M.D.
Sharad Mansukani, M.D.
Clay Richards
Michael Smith
William Wulf, M.D.
Ravi Sachdev
Richard J. Schnall
Derek L. Strum
Steven J. Sell
Lisa Dombro
Benjamin Kornitzer, M.D.
All current directors and executive officers as a group (                 persons)(5)

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* Less than one percent.

(1) We have granted the underwriters an option to purchase up to an additional                 shares.

(2) CD&R Investment Associates IX, Ltd. (“CD&R Holdings GP”), as the general partner of the CD&R Investor, may be deemed to beneficially own the shares of common stock in which the CD&R Investor has beneficial ownership. CD&R Holdings GP expressly disclaims beneficial ownership of the shares of common stock in which the CD&R Investor has beneficial ownership. Investment and voting decisions with respect to the shares of common stock held by the CD&R Investor are made by an investment committee of limited partners of CD&R Associates IX, L.P., currently consisting of more than ten individuals, each of whom is also an investment professional of CD&R (the “Investment Committee”). All members of the Investment Committee disclaim beneficial ownership of the shares shown as beneficially owned by the CD&R Investor. CD&R Holdings GP is managed by a two-person board of directors. Donald J. Gogel and Nathan K. Sleeper, as the directors of CD&R Holdings GP, may be deemed to share beneficial ownership of the shares of common stock directly held by the CD&R Investor. Such persons expressly disclaim such beneficial ownership. The principal office of the CD&R Investor is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands.

(3) Includes                  shares owned by Morgan Stanley Investment Management Inc. on behalf of certain funds and accounts (such entities collectively, the “Morgan Stanley Investor”). The mailing address for each of the foregoing entities is c/o Morgan Stanley Investment Management Inc., 522 Fifth Avenue, New York, New York 10036.

(4) Includes                 shares owned by The New Economy Fund and                 shares owned by SMALLCAP World Fund, Inc. (such entities together, the “Capital World Investor”). The mailing address of each of the foregoing entities is c/o Capital Research and Management Company, 333 South Hope Street, 55th Floor, Los Angeles, CA 90071.

(5) Includes shares which the current executive officers have the right to acquire prior to                 , 2021 through the exercise of stock options. All current executive officers as a group have the right to acquire                 shares prior to                , 2021 through the exercise of stock options.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policies and Procedures for Related Person Transactions

Prior to the completion of this offering, we expect that our board of directors will approve policies and procedures with respect to the review and approval of certain transactions between us and a Related Person (as defined herein) or a Related Person Transaction (as defined herein) (the “Related Person Transaction Policy”). Pursuant to the terms of the Related Person Transaction Policy, our board of directors, acting through our Audit Committee, must review and decide whether to approve or ratify any Related Person Transaction. Any Related Person Transaction is required to be reported to our legal department, which will then determine whether it should be submitted to our Audit Committee for consideration. The Audit Committee must then review and decide whether to approve any Related Person Transaction.

For the purposes of the Related Person Transaction Policy, a “Related Person Transaction” means a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we (including any of our subsidiaries) were, are or will be a participant and the amount involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect interest; and a “Related Person” means any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of agilon health or a nominee to become a director of agilon health; any person who is the beneficial owner of more than five percent of our common stock; any immediate family member of any of the foregoing persons, including any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than five percent beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than five percent beneficial owner; and “spouse” includes an individual married to a person of the same sex if the couple is lawfully married under state law, regardless of the individual’s domicile; and any firm, corporation or other entity in which any of the foregoing persons is a general partner or, for other ownership interests, a limited partner or other owner in which such person has a beneficial ownership interest of ten percent or more.

Stockholders Agreements

CD&R Stockholder Agreement

Prior to the completion of this offering, we expect to enter into a stockholders agreement with the CD&R Investor. The stockholders agreement will grant the CD&R Investor the right to designate for nomination for election to our board of directors a number of CD&R Designees equal to:

• at least a majority of the total number of directors comprising our board of directors at such time as long as the CD&R Investor beneficially owns at least 50% of the outstanding shares of our common stock;

• at least 40% of the total number of directors comprising our board of directors at such time as long as the CD&R Investor beneficially owns at least 40% but less than 50% of the outstanding shares of our common stock;

• at least 30% of the total number of directors comprising our board of directors at such time as long as the CD&R Investor beneficially owns at least 30% but less than 40% of the outstanding shares of our common stock;

• at least 20% of the total number of directors comprising our board of directors at such time as long as the CD&R Investor beneficially owns at least 20% but less than 30% of the outstanding shares of our common stock; and

• at least 5% of the total number of directors comprising our board of directors at such time as long as the CD&R Investor beneficially owns at least 5% but less than 20% of the outstanding shares of our common stock.

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For purposes of calculating the number of CD&R Designees that the CD&R Investor is entitled to nominate pursuant to the formula outlined above, any fractional amounts would be rounded up to the nearest whole number and the calculation would be made on a pro forma basis after taking into account any increase in the size of our board of directors. If the CD&R Investor beneficially owns less than 5% of the outstanding shares of common stock, the CD&R Investor will no longer be entitled to designate any designees for nomination by the board of directors.

With respect to any vacancy of a CD&R-designated director, the CD&R Investor will have the right to designate a new director for election by a majority of the remaining directors then in office.

The stockholders agreement will provide that a CD&R Designee will serve as the Chairman of our board of directors as long as the CD&R Investor beneficially owns at least 25% of the outstanding shares of our common stock.

The stockholders agreement will also grant to the CD&R Investor certain other rights, including specified information and access rights.

Existing Stockholders’ Agreement

We are a party to an Amended and Restated Stockholders’ Agreement, dated as of November 29, 2019 (as amended or otherwise modified, the “Existing Stockholders Agreement”), by and among agilon health, and our existing stockholders, including the CD&R Investor, the Morgan Stanley Investor and the Capital World Investor. The Existing Stockholders Agreement provides, among other things, (i) that each stockholder is obligated to vote the shares of voting securities owned by such stockholder to ensure that the composition of and directors on the board are as designated by the CD&R Investor, (ii) for transfer restrictions, including rights of first refusal for the CD&R Investor and non-selling stockholders in the event that a stockholder would like to transfer its shares, (iii) for a 180-day lock-up period in the event of an IPO and (iv) for drag-along rights in the event that a person or group of persons acquires more than 50% of the outstanding voting power of agilon health. Other than the lock-up provisions, the Existing Stockholders Agreement will terminate upon the completion of this offering.

Registration Rights Agreements

Prior to the closing of this offering, we expect to enter into a registration rights agreement with the CD&R Investor. The registration rights agreement will grant to the CD&R Investor and its permitted assigns, customary Form S-1 and Form S-3 demand registration rights and piggyback registration rights, in each case subject to customary terms and conditions.

We are a party to registration rights agreements with each of our existing stockholders, including the Morgan Stanley Investor and the Capital World Investor. The registration rights agreements grant to the existing stockholders and each of their respective permitted assigns, customary Form S-3 demand registration rights and piggyback registration rights, in each case subject to customary terms and conditions.

Investment Agreements

We are a party to an Investment Agreement, dated as of November 7, 2018, as amended by the first amendment, dated as of October 21, 2020 (as may be further amended or restated, the “Morgan Stanley Investment Agreement”), with the Morgan Stanley Investor, pursuant to which the Morgan Stanley Investor purchased the shares of our common stock that it owns. In addition to customary sale and issuance provisions and representations by us and the Morgan Stanley Investor, the Morgan Stanley Investment Agreement contains certain put rights regarding the ownership of our common stock and customary information rights. All such rights will terminate automatically upon the consummation of this offering.

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We are also party to an Investment Agreement, dated as of January 4, 2019, as amended by the first amendment, dated as of October 5, 2020, and an Investment Agreement, dated as of March 4, 2020 (as may be amended or restated, together, the “Capital World Investment Agreements”), with the Capital World Investor, pursuant to which the Capital World Investor purchased the shares of our common stock that it owns. In addition to customary sale and issuance provisions and representations by us and the Capital World Investor, the Capital World Investment Agreements contain rights which are substantially the same as the rights provided in the Morgan Stanley Investment Agreement, as well as certain consent rights. All such rights will terminate automatically upon the consummation of this offering.

We are also party to Investment Agreements with our other existing stockholders, which contain substantially similar rights as described above for the Morgan Stanley Investment Agreement and the Capital World Investment Agreements. All such rights will terminate automatically upon the consummation of this offering.

Consulting Agreement

We are a party to a consulting agreement with CD&R, dated as of July 1, 2016. For each of the years ended December 31, 2020, 2019 and 2018, we paid $1.5 million to CD&R in advisory consulting fees, in addition to certain expense reimbursements. We expect that the consulting agreement with CD&R will be terminated in connection with this offering.

Indemnification Agreements

We are a party to an indemnification agreement (the “Indemnification Agreement”) with the CD&R Investor, Clayton, Dubilier & Rice Fund IX, L.P., Clayton, Dubilier & Rice Fund IX-A, L.P., CD&R Advisor Fund IX, L.P. (together, the “CD&R Funds”) and CD&R, pursuant to which we indemnify the CD&R Investor, the CD&R Funds and CD&R and each of their respective affiliates, successors, assigns, directors, officers, partners, members, employees, agents, advisors, consultants, representatives and controlling persons, against certain liabilities arising out of performance of the consulting agreements and any transaction fee agreements and certain other claims and liabilities, including liabilities arising out of financing arrangements and securities offerings. Our indemnification obligations under the Indemnification Agreements are primary to any similar rights to which any indemnitee may be entitled under any other agreement or document.

We are a party to indemnification agreements with our directors. The indemnification agreements provide the directors with contractual rights to indemnification and expense advancement. See “Description of Capital Stock—Limitations on Liability and Indemnification.”

Transactions with Other Related Parties

We were a party to the Unsecured Credit Facility with Arawak IX, L.P., an affiliate of the CD&R Investor. The Unsecured Credit Facility was repaid in full in connection with the entry into the 2021 Secured Credit Agreement. See “Description of Certain Indebtedness.”

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock is a summary of the material terms of our Certificate of Incorporation and By-laws. Reference is made to the more detailed provisions of, and the descriptions are qualified in their entirety by reference to, these documents, forms of which will be filed with the SEC as exhibits to the registration statement of which this prospectus is a part, and applicable law. This description assumes the effectiveness of our Certificate of Incorporation and By-laws, which will take effect prior to completion of this offering.

General

Upon the completion of this offering, our authorized capital stock will consist of                  shares of common stock, par value $0.01 per share and                  shares of undesignated preferred stock, par value $1.00 per share. Immediately following this offering, we expect to have                  shares of our common stock issued and outstanding, as further described under “Prospectus Summary—The Offering.”

Common Stock

Holders of common stock will be entitled:

• to cast one vote for each share held of record on all matters submitted to a vote of the stockholders;

• to receive, on a pro rata basis, dividends and distributions, if any, that our board of directors may declare out of legally available funds, subject to preferences that may be applicable to preferred stock, if any, then outstanding; and

• upon our liquidation, dissolution or winding-up, to share equally and ratably in any assets remaining after the payment of all debt and other liabilities, subject to the prior rights, if any, of holders of any outstanding shares of preferred stock.

Our ability to pay dividends on our common stock is subject to our subsidiaries’ ability to pay dividends to us, which is in turn subject to the restrictions set forth in the Credit Facilities. See “Dividend Policy.”

The holders of our common stock do not have any preemptive, cumulative voting, subscription, conversion, redemption or sinking fund rights. The common stock is not subject to future calls or assessments by us. The rights and privileges of holders of our common stock are subject to any series of preferred stock that we may issue in the future, as described below.

Upon the completion of this offering, we intend to apply to list our common stock on the NYSE under the symbol “AGL”.

Before the date of this prospectus, there has been no public market for our common stock.

As of                 , 2021, we had                shares of common stock outstanding and                holders of record of common stock.

Preferred Stock

Under our Certificate of Incorporation, our board of directors will have the authority, without further action by our stockholders, to issue up to                shares of preferred stock in one or more series and to fix the voting powers, designations, preferences and the relative participating, optional or other special rights and qualifications, limitations and restrictions of each series, including, without limitation, dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series. Upon the settlement of this offering, no shares of our authorized preferred stock will be

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currently outstanding. Because the board of directors will have the power to establish the preferences and rights of the shares of any additional series of preferred stock, it may afford holders of any preferred stock preferences, powers and rights, including voting and dividend rights, senior to the rights of holders of our common stock, which could adversely affect the holders of the common stock and could delay, discourage or prevent a takeover of us even if a change of control of our company would be beneficial to the interests of our stockholders.

Annual Stockholders Meeting

Our By-laws will provide that annual stockholders meetings will be held at a date, time and place, if any, as exclusively selected by our board of directors. To the extent permitted under applicable law, we may conduct meetings by remote communications, including by webcast.

Voting

The affirmative vote of a plurality of the shares of our common stock present, in person or by proxy, at the meeting and entitled to vote on the election of directors will decide the election of any directors, and the affirmative vote of a majority of the shares of our common stock present, in person or by proxy, at the meeting and entitled to vote at any annual or special meeting of stockholders will decide all other matters voted on by stockholders, unless the question is one upon which, by express provision of law, under our Certificate of Incorporation, or under our By-laws, a different vote is required, in which case such provision will control. Stockholders do not have the right to cumulate their votes for the election of directors.

Board Designation Rights

Pursuant to the stockholder agreement, the CD&R Investor will have specified board designation and other rights following this offering. See “Certain Relationships and Related Party Transactions—Stockholders Agreements.”

Anti-Takeover Effects of Our Certificate of Incorporation and By-Laws

The provisions of our Certificate of Incorporation and By-laws summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our board of directors, which could result in an improvement of their terms.

Authorized But Unissued Shares of Common Stock. Following the settlement of this offering, our shares of authorized and unissued common stock will be available for future issuance without additional stockholders approval. While our authorized and unissued shares are not designed to deter or prevent a change of control, under some circumstances we could use the additional shares to create voting impediments or to frustrate persons seeking to effect a takeover or otherwise gain control by, for example, issuing those shares in private placements to purchasers who might side with our board of directors in opposing a hostile takeover bid.

Authorized But Unissued Shares of Preferred Stock. Under our Certificate of Incorporation, our board of directors has the authority, without further action by our stockholders, to issue up to                shares of preferred stock in one or more series and to fix the voting powers, designations, preferences and the relative participating, optional or other special rights and qualifications, limitations and restrictions of each series, including, without limitation, dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series. The existence of authorized but unissued preferred stock could reduce our attractiveness as a target for an unsolicited takeover bid since we could, for example, issue shares of preferred stock to parties who might oppose such a takeover bid or shares that contain terms the potential acquiror may find unattractive. This may have the effect of delaying or preventing a change of control,

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may discourage bids for the common stock at a premium over the market price of the common stock, and may adversely affect the market price of, and the voting and other rights of the holders of, our common stock.

Classified Board of Directors. In accordance with the terms of our Certificate of Incorporation, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Under our Certificate of Incorporation, our board of directors will consist of such number of directors as may be determined from time to time by resolution of the board of directors, but in no event may the number of directors be fewer than one. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Our Certificate of Incorporation will also provide that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by the affirmative vote of a majority of our directors then in office, even if less than a quorum, or by a sole remaining director, subject to the CD&R Stockholder Agreement with respect to the director designation rights of the CD&R Investor. Any director elected to fill a vacancy will hold office until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal. Our classified board of directors could have the effect of delaying or discouraging an acquisition of us or a change in our management.

Removal of Directors. Our Certificate of Incorporation will provide that directors may be removed with or without cause at any time upon the affirmative vote of holders of at least a majority of the outstanding shares of common stock then entitled to vote at an election of directors until the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock. Thereafter, our Certificate of Incorporation will provide that directors may be removed only for cause upon the affirmative vote of holders of at least a majority of the outstanding shares of common stock then entitled to vote at an election of directors.

Special Meetings of Stockholders. Our Certificate of Incorporation will provide that a special meeting of stockholders may be called only by the Chairman of our board of directors or by a resolution adopted by a majority of our board of directors. Special meetings may also be called by our corporate secretary at the request of the holders of at least a majority of the outstanding shares of our common stock until the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock. Thereafter, stockholders will not be permitted to call a special meeting of stockholders.

Stockholder Advance Notice Procedure. Our By-laws will establish an advance notice procedure for stockholders to make nominations of candidates for election as directors or to bring other business before an annual meeting of our stockholders. The By-laws will provide that any stockholder wishing to nominate persons for election as directors at, or bring other business before, an annual meeting must deliver to our corporate secretary a written notice of the stockholder’s intention to do so. These provisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. We expect that these provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company. To be timely, the stockholder’s notice must be delivered to our corporate secretary at our principal executive offices not fewer than 90 days nor more than 120 days before the first anniversary date of the annual meeting for the preceding year; provided, however, that in the event that the annual meeting is set for a date that is more than 30 days before or delayed by more than 70 days after the first anniversary date of the preceding year’s annual meeting, a stockholder’s notice must be delivered to our corporate secretary not later than the later of (x) the close of business on the 90th day prior to the meeting or (y) the close of business on the 10th day following the day on which a public announcement of the date of the meeting is first made by us.

No Stockholder Action by Written Consent. Our Certificate of Incorporation will provide that stockholder action may be taken only at an annual meeting or special meeting of stockholders; provided that stockholder action may be taken by written consent in lieu of a meeting until the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock.

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Amendments to Certificate of Incorporation and By-Laws. Our Certificate of Incorporation will provide that our Certificate of Incorporation may be amended by both the affirmative vote of a majority of our board of directors and the affirmative vote of the holders of a majority of the outstanding shares of our common stock then entitled to vote at any annual or special meeting of stockholders; provided that, at any time when the CD&R Investor beneficially owns less than 40% of the outstanding shares of our common stock, specified provisions of our Certificate of Incorporation may not be amended, altered or repealed unless the amendment is approved by the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of our common stock then entitled to vote at any annual or special meeting of stockholders, including, but not limited to, the provisions governing:

• liability and indemnification of directors;

• corporate opportunities;

• elimination of stockholder action by written consent if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock;

• prohibition on the rights of stockholders to call a special meeting if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock;

• removal of directors for cause if the CD&R Investor ceases to own at least 40% of our outstanding common stock;

• classified board of directors; and

• required approval of the holders of at least 66 2/3% of the outstanding shares of our common stock to amend our By-laws and certain provisions of our Certificate of Incorporation if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock.

In addition, our By-laws may be amended, altered or repealed, or new by-laws may be adopted, by the affirmative vote of a majority of the board of directors, or by the affirmative vote of the holders of (x) as long as the CD&R Investor beneficially owns at least 40% of the outstanding shares of our common stock, at least a majority, and (y) thereafter, at least 66 2/3%, of the outstanding shares of our common stock then entitled to vote at any annual or special meeting of stockholders.

These provisions make it more difficult for any person to remove or amend any provisions in our Certificate of Incorporation and By-laws which may have an anti-takeover effect.

Delaware Anti-Takeover Law. In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in “business combinations,” such as mergers, sales and leases of assets, issuances of securities and similar transactions by a corporation or subsidiary with an “interested stockholder,” including a person or group who beneficially owns 15% or more of the corporation’s voting stock for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Section 203 permits corporations, in their certificate of incorporation, to opt out of the protections of Section 203. Our Certificate of Incorporation will provide that we have elected not to be subject to Section 203 of the DGCL for so long as the CD&R Investor owns, directly or indirectly, at least five percent of the outstanding shares of our common stock. From and after the date that the CD&R Investor ceases to own, directly or indirectly, at least five percent of the outstanding shares of our common stock, we will be governed by Section 203.

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Limitations on Liability and Indemnification

Our Certificate of Incorporation will contain provisions relating to the liability of directors. These provisions will eliminate a director’s personal liability for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving:

• any breach of the director’s duty of loyalty;

• acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law;

• unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions; or

• any transaction from which the director derives an improper personal benefit.

The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary damages against a director unless the stockholder can demonstrate a basis for liability for which indemnification is not available under the DGCL. These provisions, however, should not limit or eliminate our rights or any stockholder’s rights to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of director’s fiduciary duty. These provisions will not alter a director’s liability under federal securities laws. The inclusion of this provision in our Certificate of Incorporation may discourage or deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited us and our stockholders. In addition, your investment may be adversely affected to the extent we pay costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Our Certificate of Incorporation and our By-laws will require us to indemnify and advance expenses to our directors and officers to the fullest extent not prohibited by the DGCL and other applicable law, except in the case of a proceeding instituted by the director without the approval of our board of directors. Our Certificate of Incorporation and our By-laws will provide that we are required to indemnify our directors and executive officers, to the fullest extent permitted by law, for all judgments, fines, settlements, legal fees and other expenses incurred in connection with pending or threatened legal proceedings because of the director’s or officer’s positions with us or another entity that the director or officer serves at our request, subject to various conditions, and to advance funds to our directors and officers to enable them to defend against such proceedings. To receive indemnification, the director or officer must have been successful in the legal proceeding or have acted in good faith and in what was reasonably believed to be a lawful manner in our best interest and, with respect to any criminal proceeding, have had no reasonable cause to believe his or her conduct was unlawful.

We are a party to indemnification agreements with our directors. The indemnification agreements provide the directors with contractual rights to indemnification and expense advancement.

Corporate Opportunities

Our Certificate of Incorporation will provide that we, on our behalf and on behalf of our subsidiaries, renounce and waive any interest or expectancy in, or in being offered an opportunity to participate in, potential transactions, matters or business opportunities (each, a “corporate opportunity”), that are from time to time presented to the CD&R Investor or any of their officers, directors, employees, agents, stockholders, members, partners, affiliates or subsidiaries (other than us and our subsidiaries), even if the transaction, matter or opportunity is one that we or our subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. None of the CD&R Investor or any of their officers, directors, employees, agents, stockholders, members, partners, affiliates or subsidiaries will be liable to us or any of our subsidiaries for breach of any fiduciary or other duty, as a director or otherwise, by reason of the fact that such person pursues, acquires or participates in such corporate opportunity, directs such corporate opportunity to another person or fails to present such corporate opportunity, or information regarding such corporate

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opportunity, to us or our subsidiaries unless, in the case of any such person who is a director or officer of agilon health, such corporate opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of agilon health. To the fullest extent permitted by law, by becoming a stockholder in our company, stockholders will be deemed to have notice of and consented to this provision of our Certificate of Incorporation.

Choice of Forum

Our Certificate of Incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed to us or our stockholders by any of our directors, officers, other employees, agents or stockholders; (iii) any action or proceeding asserting a claim arising out of or pursuant to or seeking to enforce any right, obligation or remedy under the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware (including, without limitation, any action asserting a claim arising out of or pursuant to our Certificate of Incorporation or our By-laws); or (iv) any action or proceeding asserting a claim that is governed by the internal affairs doctrine, in each case subject to such Court of Chancery of the State of Delaware having personal jurisdiction over the indispensable parties named as defendants. Although our Certificate of Incorporation will contain the choice of forum provisions described above, it is possible that a court could find that such provision is inapplicable for a particular claim or action or that such provision is unenforceable, and our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. As permitted by Delaware law, our Certificate of Incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, the Exchange Act, and the rules and regulations thereunder. To the fullest extent permitted by law, by becoming a stockholder in our company, you will be deemed to have notice of and have consented to the provisions of our Certificate of Incorporation related to choice of forum.

Market Listing

We intend to apply to list our common stock on the NYSE under the symbol “AGL”.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

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SHARES AVAILABLE FOR FUTURE SALE

We intend to apply to list our common stock on the NYSE under the symbol “AGL”. Sales of substantial amounts of our common stock in the public market could adversely affect prevailing market prices of our common stock. Some shares of our common stock will not be available for sale for a certain period of time after this offering because they are subject to contractual and legal restrictions on resale, some of which are described below. Sales of substantial amounts of common stock in the public market after these restrictions lapse, or the perception that these sales could occur, could adversely affect the prevailing market price and our ability to raise equity capital in the future.

Sales of Restricted Securities

As of                 , 2021, we had                  shares of common stock outstanding. Of these shares, all of the                  shares to be sold in this offering will be immediately tradable without restriction under the Securities Act except for any shares held by “affiliates,” as that term is defined in Rule 144. Upon the completion of this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register the shares of common stock to be issued under our equity compensation plans and, as a result, all shares of common stock acquired upon exercise of stock options granted under our plans are also freely tradable under the Securities Act, subject to the terms of the lock-up agreements, unless purchased by our affiliates. As of                 , 2021, there were stock options outstanding to purchase a total of                  shares of our common stock. Additionally,                  shares of our common stock are issuable pursuant to director RSUs. As of                 , 2021,                  shares of our common stock were reserved for future issuance under our Omnibus Incentive Plan and ESPP.

                shares of our common stock outstanding as of                 , 2021, are “restricted securities” within the meaning of Rule 144. Restricted securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration under Rule 144 or Rule 701, which are summarized below. Subject to the lock-up agreements described below, shares held by our affiliates that are not restricted securities or that have been owned for more than one year may be sold subject to compliance with Rule 144 without regard to the prescribed one-year holding period under Rule 144.

Stock Options

Upon the completion of this offering, we intend to file one or more registration statements under the Securities Act to register the shares of common stock to be issued under our stock option plans and, as a result, all shares of common stock acquired upon exercise of stock options and other equity-based awards granted under these plans will, subject to a 180-day lock-up period, also be freely tradable under the Securities Act unless purchased by our affiliates. A total of                 shares of common stock are subject to outstanding stock options previously granted under our stock incentive plans as of                  2021, and an additional                  shares of common stock will be available for grants of additional equity awards under stock incentive plans to be adopted prior to the completion of this offering.

Lock-up Agreements

We and our directors and executive officers, and stockholders currently representing substantially all of the outstanding shares of our common stock, will sign lock-up agreements, under which we and they will agree not to, among other things, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, engage in any hedging or similar transaction or arrangement, lend or otherwise transfer or dispose of, directly or indirectly, any of our securities that are substantially similar to the securities offered hereby, without the prior written consent of J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC and except as described in the underwriting agreement for a period of 180 days after the date of this prospectus. These agreements are described below under “Underwriting.”

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Registration Rights Agreement

The CD&R Investor and its permitted assigns will have the right to require us to register shares of common stock for resale in some circumstances. See “Certain Relationships and Related Party Transactions—Registration Rights Agreements.”

Certain other significant stockholders have the right to require us to register shares of common stock for resale in some circumstances. See “Certain Relationships and Related Party Transactions—Registration Rights Agreements.”

Rule 144

In general, under Rule 144, as currently in effect, a person (or persons whose shares are aggregated) who is not deemed to be or have been one of our affiliates for purposes of the Securities Act at any time during 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than an affiliate, is entitled to sell such shares without registration, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of a prior owner other than an affiliate, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates, who have met the six-month holding period for beneficial ownership of “restricted shares” of our common stock, are entitled to sell within any three-month period, a number of shares that does not exceed the greater of:

• 1% of the number of shares of our common stock then outstanding, which will equal approximately                shares immediately after this offering; and

• the average reported weekly trading volume of our common stock on                during the four calendar weeks preceding the date of filing a Notice of Proposed Sale of Securities Pursuant to Rule 144 with respect to the sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us. The sale of these shares, or the perception that sales will be made, could adversely affect the price of our common stock after this offering because a great supply of shares would be, or would be perceived to be, available for sale in the public market.

Rule 701

Any of our employees, officers or directors who acquired shares under a written compensatory plan or contract may be entitled to sell them in reliance on Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 without complying with the holding period, public information, volume limitation or notice provisions of Rule 144.

Partner Physician Group Equity Agreements

In connection with our entry into arrangements with anchor physician groups, we have historically entered into partner physician group equity agreements pursuant to which such anchor physician groups are entitled to receive equity in their local RBE or agilon health if certain conditions are satisfied. See “Business—Reimbursement Model and Organization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Stock-based Compensation” for additional information.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Secured Credit Facilities

On February 18, 2021, agilon health management, inc. entered into a credit agreement by and among agilon health management, inc., Intermediate Holdings, the Lenders party thereto, the Issuers party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and JPMorgan Chase Bank, N.A., and Bank of America, N.A., Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., and Nomura Securities International, Inc., as joint lead arrangers and joint bookrunners (as amended by First Amendment to Credit Agreement, dated as of March 1, 2021, the “2021 Secured Credit Agreement”) governing agilon health management, inc.’s 2021 Secured Credit Facilities. The 2021 Secured Credit Agreement refinanced our indebtedness under the Credit Facilities, and the Secured Credit Agreement and Unsecured Credit Agreement were terminated.

The borrower under the 2021 Secured Credit Facilities is agilon health management, inc. The 2021 Secured Credit Facilities consist of (i) a senior secured term loan facility (the “2021 Secured Term Loan Facility”) in an aggregate principal amount of $100.0 million and (ii) a senior secured revolving credit facility (the “2021 Secured Revolving Facility”) in an aggregate principal amount of $100.0 million. As of February 18, 2021, $100.0 million was outstanding under the 2021 Secured Term Loan Facility and availability under the 2021 Secured Revolving Facility was $81.5 million. The final maturity date of the Secured Term Loan Facility and the Secured Revolving Facility is February 18, 2024 or, following the consummation of this offering (so long as this offering generates total gross proceeds in excess of $500.0 million), February 18, 2026. In addition, however, each of the 2021 Secured Term Loan Facility and the 2021 Secured Revolving Facility allows individual lenders to extend the maturity date of their loans upon the request of the Borrower and without the consent of any other lender, subject to specified conditions.

Subject to specified conditions and receipt of commitments, the 2021 Secured Term Loan Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by up to (i) $50.0 million plus (ii) an additional amount determined in accordance with a formula tied to repayment of certain indebtedness of the Company.

Interest Rates and Fees

At our option, borrowings under the 2021 Secured Credit Facilities, as defined in the credit agreement, can be either: (i) LIBO Rate Loans or (ii) Base Rate Loans. LIBO Rate Loans bear interest at a rate equal to the sum of 4.00% (stepping down to 3.50% on and following October 1, 2023) and the higher of (a) LIBO, as defined in the credit agreement, and (b) 0%. Base Rate Loans bear interest at a rate equal to the sum of 3.00% (stepping down to 2.50% on and following October 1, 2023) and the highest of: (a) 0.50% in excess of the overnight federal funds rate, (b) the prime rate established by the administrative agent from time to time, (c) the one-month LIBO rate (adjusted for maximum reserves) plus 1.00% and (d) 0%. Additionally, we pay a commitment fee on the unfunded 2021 Revolving Credit Facility amount of 0.50% (stepping down to 0.375% on and following October 1, 2023). We must also pay customary letter of credit fees.

Prepayments

The 2021 Secured Term Loan Facility are subject to mandatory prepayment and reduction in an amount equal to (a) if this offering generates total gross proceeds in excess of $1.0 billion, an amount equal to the lesser of net cash proceeds arising from this offering and $50.0 million (b) 50% of agilon management’s excess cash flow (as defined in the 2021 Secured Credit Agreement), with a reduction to 0% based upon achievement of a leverage ratio of less than 2.50:1.00, (c) 100% of the net cash proceeds received from the incurrence of indebtedness by agilon management or any of its restricted subsidiaries (other than indebtedness permitted under the 2021 Secured Credit Facilities) and (d) 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by agilon management and its restricted subsidiaries (including certain insurance and condemnation proceeds) in excess of a certain amount and subject to the right of agilon management and its

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restricted subsidiaries to reinvest such proceeds within a specified period of time, and certain other exceptions. The 2021 Secured Revolving Facility is also subject to mandatory prepayment and to the extent that the aggregate amount of any outstanding revolving loans and letter of credit obligations exceed the aggregate amount of the commitments under the 2021 Secured Revolving Facility, subject to certain qualifications.

Voluntary prepayments of borrowings under the 2021 Secured Term Loan Facility and 2021 Secured Revolving Facility are permitted at any time, subject to minimum principal amount requirements. Voluntary prepayments of borrowings under the 2021 Secured Term Loan Facility are also subject to reimbursement of the lenders’ redeployment costs actually incurred in the case of a prepayment of LIBOR rate borrowings other than on the last day of the relevant interest period.

Guarantee; Security

All obligations under the 2021 Secured Credit Facilities are guaranteed by each domestic subsidiary of agilon management other than certain excluded subsidiaries, as well as by Intermediate Holdings. All obligations of agilon management and each guarantor are secured by a perfected security interest in substantially all tangible and intangible assets of agilon management and each such guarantor, including the capital stock of each domestic subsidiary of agilon management and each such guarantor, and 65% of each series of capital stock of any non U.S. subsidiary held directly by agilon management or any guarantor, subject to certain exceptions.

Covenants, Representations and Warranties

The 2021 Secured Credit Agreement contains certain representations and warranties and certain affirmative and negative covenants. The negative covenants contain certain limitations, including with respect to the following: the incurrence of additional indebtedness; payment of dividends on, redemption or repurchase of stock or making of other distributions in respect of capital stock; making investments; repurchase, prepayment or redemption of subordinated indebtedness; agreeing to payment restrictions affecting the ability of agilon management’s restricted subsidiaries to pay dividends to agilon management or make other intercompany transfers; incurrence of additional liens; transfer or sale of assets; consolidation, merger, sale or other disposition of all or substantially all of our assets; entering into certain transactions with affiliates; designation of any subsidiary as an unrestricted subsidiary; modifying the existing tax sharing agreement; changing the nature of agilon management’s business and making of negative pledges. The negative covenants are subject to certain customary exceptions.

The 2021 Secured Credit Agreement also contains certain financial covenants, requiring agilon health management, inc. to (a) not permit its leverage ratio (i) for the fiscal quarter ending March 31, 2021 and until (and including) the fiscal quarter ending September 30, 2022, to exceed 4.00:1.00, (ii) for the fiscal quarter ending December 31, 2022 and until (and including) the fiscal quarter ending September 30, 2023, to exceed 3.00:1.00, (iii) for the fiscal quarter ending December 31, 2023 and until (and including) the fiscal quarter ending September 30, 2024, to exceed 5.00:1.00, (iv) for the fiscal quarter ending December 31, 2024 and until (and including) the fiscal quarter ending September 30, 2024, to exceed 4.25:1.00 and (v) for the fiscal quarter ending December 31, 2025 and all subsequent fiscal quarters thereafter, to exceed 3.50:1.00 and (b) commencing with the fiscal quarter ending March 31, 2021 and until the consummation of this offering (so long as this offering generates total gross proceeds in excess of $500.0 million) (but excluding any fiscal quarter ending thereafter), a minimum liquidity amount of $50 million and a minimum availability under the 2021 Secured Revolving Facility of $10 million.

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Events of Default

Events of default under the 2021 Secured Credit Agreement are limited to nonpayment of principal when due, nonpayment of interest, fees or other amounts, inaccuracy of representations or warranties in any material respect, violation of other covenants, cross default to other material debt, certain bankruptcy or insolvency events, certain U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) events, certain material judgments, actual or asserted invalidity of material guarantees or security interests, asserted invalidity or contest of the validity of any intercreditor agreement or pledge and security agreement, and change of control, in each case subject to certain thresholds, notice and grace period provisions.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a discussion of certain U.S. federal income tax considerations relating to the purchase, ownership and disposition of our common stock by Non-U.S. Holders (as defined below) that purchase our common stock pursuant to this offering and hold such common stock as a capital asset. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated or proposed thereunder, and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, or to different interpretation. This discussion does not address all of the U.S. federal income tax considerations that may be relevant to specific Non-U.S. Holders in light of their particular circumstances or to Non-U.S. Holders subject to special treatment under U.S. federal income tax law (such as banks, insurance companies, dealers in securities or other Non-U.S. Holders that generally mark their securities to market for U.S. federal income tax purposes, foreign governments, international organizations, tax-exempt entities, certain former citizens or residents of the United States, or Non-U.S. Holders that hold our common stock as part of a straddle, hedge, conversion or other integrated transaction). This discussion does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal gift or alternative minimum tax considerations.

As used in this discussion, the term “Non-U.S. Holder” means a beneficial owner of our common stock that, for U.S. federal income tax purposes, is:

• an individual who is neither a citizen nor a resident of the United States;

• a corporation that is not created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate that is not subject to U.S. federal income tax on income from non-U.S. sources that is not effectively connected with the conduct of a trade or business in the United States; or

• a trust unless (i) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (ii) it has in effect a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person.

If an entity treated as a partnership for U.S. federal income tax purposes invests in our common stock, the U.S. federal income tax considerations relating to such investment will depend in part upon the status and activities of such entity and the particular partner. Any such entity should consult its own tax advisor regarding the U.S. federal income tax considerations applicable to it and its partners relating to the purchase, ownership and disposition of our common stock.

PERSONS CONSIDERING AN INVESTMENT IN OUR COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS RELATING TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Distributions on Common Stock

If we make a distribution of cash or other property (other than certain pro rata distributions of our common stock or rights to acquire our common stock) with respect to a share of our common stock, the distribution generally will be treated as a dividend to the extent it is paid from our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). If the amount of such distribution exceeds our current and accumulated earnings and profits, such excess generally will be treated first as a tax-free return of capital to the extent of the Non-U.S. Holder’s adjusted tax basis in such share of our common stock, and then as capital gain (which will be treated in the manner described below under “—Sale, Exchange or Other Disposition

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of Common Stock”). Distributions treated as dividends on our common stock that are paid to or for the account of a Non-U.S. Holder generally will be subject to U.S. federal withholding tax at a rate of 30%, or at a lower rate if provided by an applicable tax treaty and the Non-U.S. Holder provides the documentation (generally, Internal Revenue Service (“IRS”) Form W-8BEN or W-8BEN-E) required to claim benefits under such tax treaty to the applicable withholding agent. Even if our current or accumulated earnings and profits are less than the amount of the distribution, the applicable withholding agent may elect to treat the entire distribution as a dividend for U.S. federal withholding tax purposes. Each Non-U.S. Holder should consult its own tax advisor regarding U.S. federal withholding tax on distributions, including such Non-U.S. Holder’s eligibility for a lower rate and the availability of a refund of any excess U.S. federal tax withheld.

If, however, a dividend is effectively connected with the conduct of a trade or business in the United States by a Non-U.S. Holder, such dividend generally will not be subject to the 30% U.S. federal withholding tax if such Non-U.S. Holder provides the appropriate documentation (generally, IRS Form W-8ECI) to the applicable withholding agent. Instead, such Non-U.S. Holder generally will be subject to U.S. federal income tax on such dividend in substantially the same manner as a U.S. person (except as provided by an applicable tax treaty). In addition, a Non-U.S. Holder that is treated as a corporation for U.S. federal income tax purposes may be subject to a branch profits tax at a rate of 30% (or a lower rate if provided by an applicable tax treaty) on its effectively connected income for the taxable year, subject to certain adjustments.

The foregoing discussion is subject to the discussion below under “—FATCA Withholding” and “—Information Reporting and Backup Withholding.”

Sale, Exchange or Other Disposition of Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain recognized on the sale, exchange or other disposition of our common stock unless:

(i) such gain is effectively connected with the conduct of a trade or business in the United States by such Non-U.S. Holder, in which event such Non-U.S. Holder generally will be subject to U.S. federal income tax on such gain in substantially the same manner as a U.S. person (except as provided by an applicable tax treaty) and, if it is treated as a corporation for U.S. federal income tax purposes, may also be subject to a branch profits tax at a rate of 30% (or a lower rate if provided by an applicable tax treaty), subject to certain adjustments;

(ii) such Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of such sale, exchange or other disposition and certain other conditions are met, in which event such gain (net of certain U.S. source losses) generally will be subject to U.S. federal income tax at a rate of 30% (except as provided by an applicable tax treaty); or

(iii) we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of (x) the five-year period ending on the date of such sale, exchange or other disposition and (y) such Non-U.S. Holder’s holding period with respect to such common stock, and certain other conditions are met.

Generally, a corporation is a “United States real property holding corporation” if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (all as determined for U.S. federal income tax purposes). We believe that we presently are not, and we do not presently anticipate that we will become, a United States real property holding corporation. However, because this determination is made from time to time and is dependent upon a number of factors, some of which are outside our control, including the value of our assets, there can be no assurance that we will not become a United States real property holding corporation. If we were a United States real property holding corporation during the period described in clause (iii) above, gain recognized by a Non-U.S. Holder generally would be treated as income effectively connected

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with the conduct of a trade or business in the United States by such Non-U.S. Holder, with the consequences described in clause (i) above (except that the branch profits tax would not apply), unless such Non-U.S. Holder owned (directly and constructively) five percent or less of our common stock throughout such period and our common stock is treated as “regularly traded on an established securities market” at any time during the calendar year of such sale, exchange or other disposition.

The foregoing discussion is subject to the discussion below under “—FATCA Withholding” and “—Information Reporting and Backup Withholding.”

FATCA Withholding

Under the Foreign Account Tax Compliance Act provisions of the Code and related U.S. Treasury guidance (“FATCA”) a withholding tax of 30% will be imposed in certain circumstances on payments of dividends on our common stock. In the case of payments made to a “foreign financial institution” (such as a bank, a broker, an investment fund or, in certain cases, a holding company), as a beneficial owner or as an intermediary, this tax generally will be imposed, subject to certain exceptions, unless such institution (i) has agreed to (and does) comply with the requirements of an agreement with the United States (an “FFI Agreement”) or (ii) is required by (and does comply with) applicable foreign law enacted in connection with an intergovernmental agreement between the United States and a foreign jurisdiction (an “IGA”) to, among other things, collect and provide to the U.S. tax authorities or other relevant tax authorities certain information regarding U.S. account holders of such institution and, in either case, such institution provides the withholding agent with a certification as to its FATCA status. In the case of payments made to a foreign entity that is not a financial institution (as a beneficial owner), the tax generally will be imposed, subject to certain exceptions, unless such entity provides the withholding agent with a certification as to its FATCA status and, in certain cases, identifies any “substantial” U.S. owner (generally, any specified U.S. person that directly or indirectly owns more than a specified percentage of such entity). If our common stock is held through a foreign financial institution that has agreed to comply with the requirements of an FFI Agreement or is subject to similar requirements under applicable foreign law enacted in connection with an IGA, such foreign financial institution (or, in certain cases, a person paying amounts to such foreign financial institution) generally will be required, subject to certain exceptions, to withhold tax on payments made to (i) a person (including an individual) that fails to provide any required information or documentation or (ii) a foreign financial institution that has not agreed to comply with the requirements of an FFI Agreement and is not subject to similar requirements under applicable foreign law enacted in connection with an IGA. Each Non-U.S. Holder should consult its own tax advisor regarding the application of FATCA to our common stock.

Information Reporting and Backup Withholding

Distributions on our common stock made to a Non-U.S. Holder and the amount of any U.S. federal tax withheld from such distributions generally will be reported annually to the IRS and to such Non-U.S. Holder by the applicable withholding agent.

The information reporting and backup withholding rules that apply to payments of dividends to certain U.S. persons generally will not apply to payments of dividends on our common stock to a Non-U.S. Holder if such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN or W-8BEN-E to the applicable withholding agent) or otherwise establishes an exemption.

Proceeds from the sale, exchange or other disposition of our common stock by a Non-U.S. Holder effected outside the United States through a non-U.S. office of a non-U.S. broker generally will not be subject to the information reporting and backup withholding rules that apply to payments to certain U.S. persons, provided that the proceeds are paid to the Non-U.S. Holder outside the United States. However, proceeds from the sale, exchange or other disposition of our common stock by a Non-U.S. Holder effected through a non-U.S. office of a non-U.S. broker with certain specified U.S. connections or of a U.S. broker generally will be subject to these

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information reporting rules (but generally not to these backup withholding rules), even if the proceeds are paid to such Non-U.S. Holder outside the United States, unless such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN or W-8BEN-E to the applicable withholding agent) or otherwise establishes an exemption. Proceeds from the sale, exchange or other disposition of our common stock by a Non-U.S. Holder effected through a U.S. office of a broker generally will be subject to these information reporting and backup withholding rules unless such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN or W-8BEN-E to the applicable withholding agent) or otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability if the required information is furnished by such Non-U.S. Holder on a timely basis to the IRS.

U.S. Federal Estate Tax

Shares of our common stock owned or treated as owned by an individual Non-U.S. Holder at the time of such Non-U.S. Holder’s death will be included in such Non-U.S. Holder’s gross estate for U.S. federal estate tax purposes and may be subject to U.S. federal estate tax unless an applicable estate tax treaty provides otherwise.

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UNDERWRITING

We are offering the shares of common stock described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC is acting as bookrunning manager of the offering and representative of the underwriters. We will enter into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:

Underwriter	Number of Shares
J.P. Morgan Securities LLC
Goldman Sachs & Co. LLC
BofA Securities, Inc.
Deutsche Bank Securities Inc.
Wells Fargo Securities, LLC
William Blair & Company, L.L.C.
Truist Securities, Inc.
Nomura Securities International, Inc.
Total

The underwriters are committed to purchase all the common shares offered by us if they purchase any shares, other than those shares covered by the underwriters’ option to purchase additional shares described below. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters have an option to buy on a pro rata basis up to                  additional shares of common stock from us at the public offering price less the underwriting discounts and commissions to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this option. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

The underwriters propose to offer the common shares directly to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $                per share. After the public offering of the shares, the offering price and other selling terms may be changed by the underwriters. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part. The underwriters may offer and sell the shares through certain of their affiliates or other registered broker-dealers or selling agents. Sales of shares made outside of the United States may be made by affiliates of the underwriters.

The underwriting fee is the difference between the public offering price and the amount the underwriters pay us for the shares of common stock. The underwriting fee is $                per share. The following table summarizes the per share and total underwriting discounts and commissions we will pay to the underwriters. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares of common stock from us.

	Per Share		Total
	No Exercise	Full Exercise	No Exercise	Full Exercise
Public offering price	$	$	$	$
Underwriting discounts and commissions	$	$	$	$

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We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $                 .

A prospectus in electronic format may be made available on the websites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representative to underwriters and selling group members that may make internet distributions on the same basis as other allocations.

We have agreed that we will not (i) offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, engage in hedging or similar transaction or arrangement, lend or otherwise transfer or dispose of, directly or indirectly, except as provided in the underwriting agreement, any of our securities that are substantially similar to the securities offered hereby, including but not limited to any options or warrants to purchase shares of our common stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, shares of our common stock or any such substantially similar securities, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of our common stock or such other securities, in cash or otherwise), in each case without the prior written consent of J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC for a period of 180 days after the date of this prospectus, subject to certain limited exceptions set forth in the underwriting agreement.

Our directors, executive officers and certain stockholders will enter into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, engage in hedging or similar transaction or arrangement, lend or otherwise transfer or dispose of, directly or indirectly, any of our securities that are substantially similar to the securities offered hereby, including but not limited to any options or warrants to purchase shares of our common stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, shares of our common stock or any such substantially similar securities, subject to certain exceptions.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or contribute payments that the underwriters may be required to make in that respect.

We intend to apply to list our common stock on the NYSE under the symbol “AGL”.

The underwriters have advised us that, in connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling shares of common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this offering is in progress. These stabilizing transactions may include making short sales of the common stock, which involves the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering, and purchasing shares of common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional shares, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the option to purchase additional shares. A naked short position is more likely to be created if the

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underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the common stock, including the imposition of penalty bids. This means that if the representative of the underwriters purchases common stock in the open market in stabilizing transactions or to cover short sales, the representative can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock, and, as a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the NYSE, in the over-the-counter market or otherwise.

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us and the representative of the underwriters. In determining the initial public offering price, we and the representative of the underwriters expect to consider a number of factors, including:

• the information set forth in this prospectus and otherwise available to the underwriters;

• our prospects and the history and prospects for the industry in which we compete;

• an assessment of our management;

• our prospects for future earnings;

• the general condition of the securities markets at the time of this offering;

• the recent market prices of, and demand for, publicly-traded common stock of generally comparable companies; and

• other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for shares of our common stock, or that the shares will trade in the public market at or above the initial public offering price.

Reserved Share Program

At our request, an affiliate of BofA Securities, Inc., a participating underwriter, has reserved for sale, at the public offering price, up to 5% of the shares offered by this prospectus. If purchased, these shares will not be subject to a lock-up restriction. The number of shares of common stock available for sale to the general public will be reduced to the extent shares of common stock are purchased pursuant to this program. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of common stock offered by this prospectus. The underwriters will receive the same underwriting discounts and commissions on any shares of common stock purchased pursuant to this program as they will on any other shares of common stock sold to the public in this offering.

Selling Restrictions

General

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is

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required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area (each a “Member State”), no shares have been offered or will be offered pursuant to the offering to the public in that Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Member State or, where appropriate, approved in another Member State and notified to the competent authority in that Member State, all in accordance with the Prospectus Regulation, except that offers of shares may be made to the public in that Member State at any time under the following exemptions under the Prospectus Regulation:

(a) to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or

(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the underwriters and the Company that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation. In the case of any shares being offered to a financial intermediary as that term is used in the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Member State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters has been obtained to each such proposed offer or resale.

For the purposes of this provision, the expression an “offer to the public” in relation to shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

Notice to Prospective Investors in the United Kingdom

In relation to the United Kingdom, no shares have been offered or will be offered pursuant to the offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the shares that has been approved by the Financial Conduct Authority in accordance with the transitional provisions in Regulation 74 of the Prospectus (Amendment etc.) (EU exit) Regulations 2019, except that offers of shares may be made to public in the United Kingdom at any time under the following exemptions under Regulation (EU) 2017/1129, as amended, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”):

(a) to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation;

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(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or

(c) in any other circumstances falling within section 86 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”)

provided that no such offer of shares shall require us or the underwriters to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares.

In the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the UK Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”) or otherwise in circumstances which have not resulted and will not result in an offer to the public of the shares in the United Kingdom within the meaning of the FSMA.

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons.

Notice to Prospective Investors in Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure

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standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company or the shares has been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in the Dubai International Financial Centre (“DIFC”)

This document relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority (“DFSA”). This document is intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for this document. The securities to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this document you should consult an authorized financial advisor.

In relation to its use in the DIFC, this document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the securities may not be offered or sold directly or indirectly to the public in the DIFC.

Notice to Prospective Investors in the United Arab Emirates

The shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.

Notice to Prospective Investors in Australia

This prospectus:

• does not constitute a disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the “Corporations Act”);

• has not been, and will not be, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document for the purposes of the Corporations Act; and

• may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, available under section 708 of the Corporations Act (“Exempt Investors”).

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The shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares, you represent and warrant to us that you are an Exempt Investor.

As any offer of shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the shares you undertake to us that you will not, for a period of 12 months from the date of issue and sale of the shares, offer, transfer, assign or otherwise alienate those shares to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Notice to Prospective Investors in Japan

The shares have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act. Accordingly, none of the shares nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

Notice to Prospective Investors in Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”) of Hong Kong and any rules made thereunder; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong) (the “CO”) or which do not constitute an offer to the public within the meaning of the CO. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.

The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Notice to Prospective Investors in Singapore

Each underwriter has acknowledged that this prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each underwriter has represented and agreed that it has not offered or sold any shares or caused the shares to be made the subject of an invitation for subscription or purchase and will not offer or sell any shares or cause the shares to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus or

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any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares, whether directly or indirectly, to any person in Singapore other than:

(a) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA;

(b) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or

(c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(d) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(e) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

(i) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(ii) where no consideration is or will be given for the transfer;

(iii) where the transfer is by operation of law;

(iv) as specified in Section 276(7) of the SFA; or

(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Notice to Prospective Investors in Bermuda

Shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda which regulates the sale of securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under applicable Bermuda legislation.

Notice to Prospective Investors in Saudi Arabia

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations as issued by the board of the Saudi Arabian Capital Market Authority (“CMA”) pursuant to resolution number 2-11-2004 dated 4 October 2004 as amended by resolution number 1-28-2008, as amended. The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorized financial adviser.

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Notice to Prospective Investors in the British Virgin Islands

The shares are not being, and may not be offered to the public or to any person in the British Virgin Islands for purchase or subscription by or on behalf of the Company. The shares may be offered to companies incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands) (“BVI Companies”), but only where the offer will be made to, and received by, the relevant BVI Company entirely outside of the British Virgin Islands.

Notice to Prospective Investors in China

This prospectus will not be circulated or distributed in the People’s Republic of China (“PRC”) and the shares will not be offered or sold, and will not be offered or sold to any person for re-offering or resale directly or indirectly to any residents of the PRC except pursuant to any applicable laws and regulations of the PRC. Neither this prospectus nor any advertisement or other offering material may be distributed or published in the PRC, except under circumstances that will result in compliance with applicable laws and regulations.

Notice to Prospective Investors in Korea

The shares have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder (the “FSCMA”), and the shares have been and will be offered in Korea as a private placement under the FSCMA. None of the shares may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the “FETL”). The shares have not been listed on any of securities exchanges in the world including, without limitation, the Korea Exchange in Korea. Furthermore, the purchaser of the shares shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the shares. By the purchase of the shares, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the shares pursuant to the applicable laws and regulations of Korea.

Notice to Prospective Investors in Malaysia

No prospectus or other offering material or document in connection with the offer and sale of the shares has been or will be registered with the Securities Commission of Malaysia (“Commission”) for the Commission’s approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services Licence; (iii) a person who acquires the shares, as principal, if the offer is on terms that the shares may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding

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categories (i) to (xi), the distribution of the shares is made by a holder of a Capital Markets Services Licence who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.

Notice to Prospective Investors in Taiwan

The shares have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the shares in Taiwan.

Notice to Prospective Investors in South Africa

Due to restrictions under the securities laws of South Africa, no “offer to the public” (as such term is defined in the South African Companies Act, No. 71 of 2008 (as amended or re-enacted) (the “South African Companies Act”)) is being made in connection with the issue of the shares in South Africa. Accordingly, this document does not, nor is it intended to, constitute a “registered prospectus” (as that term is defined in the South African Companies Act) prepared and registered under the South African Companies Act and has not been approved by, and/or filed with, the South African Companies and Intellectual Property Commission or any other regulatory authority in South Africa. The shares are not offered, and the offer shall not be transferred, sold, renounced or delivered, in South Africa or to a person with an address in South Africa, unless one or other of the following exemptions stipulated in section 96 (1) applies:

Section 96 (1) (a)

the offer, transfer, sale, renunciation or delivery is to: (i) persons whose ordinary business, or part of whose ordinary business, is to deal in securities, as principal or agent; (ii) the South African Public Investment Corporation; (iii) persons or entities regulated by the Reserve Bank of South Africa; (iv) authorised financial service providers under South African law; (v) financial institutions recognised as such under South African law; (vi) a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorised portfolio manager for a pension fund, or as manager for a collective investment scheme (in each case duly registered as such under South African law); or (vii) any combination of the person in (i) to (vi); or

Section 96 (1) (b)

the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000 or such higher amount as may be promulgated by notice in the Government Gazette of South Africa pursuant to section 96(2)(a) of the South African Companies Act.

Information made available in this prospectus should not be considered as “advice” as defined in the South African Financial Advisory and Intermediary Services Act, 2002.

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Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

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VALIDITY OF COMMON STOCK

The validity of the shares of our common stock offered hereby will be passed upon for us by Debevoise & Plimpton LLP, New York, New York. Certain legal matters related to this offering will be passed upon for the underwriters by Cravath, Swaine & Moore LLP, New York, New York.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements at December 31, 2020 and 2019, and for the years ended December 31, 2020 and 2019, as set forth in their report. We’ve included our financial statements in the prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 with respect to the shares of our common stock being sold in this offering. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits thereto because some parts have been omitted in accordance with the rules and regulations of the SEC. You will find additional information about us and the common stock being sold in this offering in the registration statement and the exhibits thereto. For further information with respect to agilon health and the common stock being sold in this offering, reference is made to the registration statement and the exhibits filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. The SEC maintains an internet site (http://www.sec.gov), from which interested persons can electronically access the registration statement, including the exhibits and any schedules thereto.

Upon the completion of this offering, we will become subject to the informational requirements of the Exchange Act and, accordingly, will file with the SEC annual reports containing financial statements audited by an independent registered public accounting firm, quarterly reports containing unaudited financial statements, current reports, proxy statements and other information. You will be able to access these reports, proxy statements and other information without charge at the SEC’s website, which is listed above. You will also be able to access, free of charge, our reports filed with the SEC (for example, our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K and any amendments to those forms) through our website (http://www.agilonhealth.com). Reports filed with or furnished to the SEC will be available as soon as reasonably practicable after they are filed with or furnished to the SEC. None of the information contained on, or that may be accessed through our website or any other website identified herein is part of, or incorporated into, this prospectus, and you should not rely on any such information in connection with your decision to invest in our common stock. All website addresses in this prospectus are intended to be inactive textual references only.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2020 and 2019	F-3
Consolidated Statements of Operations for the Years Ended December  31, 2020 and 2019	F-4
Consolidated Statements of Contingently Redeemable Common Stock and Stockholders’ Equity (Deficit) for the Years Ended December 31, 2020 and 2019	F-5
Consolidated Statements of Cash Flows for the Years Ended December  31, 2020 and 2019	F-6
Notes to the Consolidated Financial Statements	F-7
Schedule I—Registrant’s Condensed Financial Statements	F-36

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of agilon health, inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of agilon health, inc. (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations, contingently redeemable common stock and stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes and the financial statement schedules in Item 16 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2017.

Los Angeles, California

March 18, 2021

F-2

agilon health, inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

	December 31,
	2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	106,795		$	123,633
Restricted cash and equivalents		28,383			15,519
Receivables, net		144,555			93,254
Prepaid expenses and other current assets, net		9,639			4,312
Current assets held for sale and discontinued operations, net		4,825			8,810
Total current assets		294,197			245,528
Property and equipment, net		6,456			7,152
Intangible assets, net		60,468			71,146
Goodwill		41,540			41,540
Other assets, net		43,700			33,284
Non-current assets held for sale and discontinued operations, net		—			4,144
Total assets	$	446,361		$	402,794
LIABILITIES, CONTINGENTLY REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Medical claims and related payables	$	162,868		$	120,705
Accounts payable and accrued expenses		97,244			67,555
Current portion of long-term debt		3,041			3,041
Current liabilities held for sale and discontinued operations		3,682			8,309
Total current liabilities		266,835			199,610
Long-term debt, net of current portion		64,665			67,143
Other liabilities		90,091			86,949
Non-current liabilities held for sale and discontinued operations		—			120
Total liabilities		421,591			353,822
Commitments and contingencies
Contingently redeemable common stock, 762 and 699 shares issued and outstanding, respectively		309,500			281,000
Stockholders’ equity (deficit):
Common stock, $0.01 par value: 5,000 shares authorized; 2,494 and 2,466 shares issued and outstanding, respectively		25			25
Additional paid-in capital		266,435			259,085
Accumulated deficit		(551,190	)		(491,138	)
Total stockholders’ equity (deficit)		(284,730	)		(232,028	)
Total liabilities, contingently redeemable common stock and stockholders’ equity (deficit)	$	446,361		$	402,794

The consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”), as the Company is the primary beneficiary of these VIEs. The consolidated balance sheets include total assets that can be used only to settle obligations of the Company’s consolidated VIEs totaling $287.9 million and $160.0 million as of December 31, 2020 and 2019, respectively, and total liabilities of the Company’s consolidated VIEs for which creditors do not have recourse to the general credit of the primary beneficiary of $174.0 million and $116.6 million as of December 31, 2020 and 2019, respectively. See Note 17 for additional details.

See accompanying Notes to the Consolidated Financial Statements.

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agilon health, inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Year Ended December 31,
	2020			2019
Revenues:
Medical services revenue	$	1,214,270		$	788,566
Other operating revenue		4,063			5,845
Total revenues		1,218,333			794,411
Expenses:
Medical services expense		1,021,877			725,374
Other medical expenses		102,306			40,526
General and administrative		137,292			122,832
Depreciation and amortization		13,531			12,253
Total expenses		1,275,006			900,985
Income (loss) from operations		(56,673	)		(106,574	)
Other income (expense):
Other income (expense), net		2,465			955
Interest expense		(8,135	)		(9,068	)
Income (loss) before income taxes		(62,343	)		(114,687	)
Income tax benefit (expense)		(865	)		232
Income (loss) from continuing operations		(63,208	)		(114,455	)
Discontinued operations:
Income (loss) before impairments, gain (loss) on sales and income taxes		(20,049	)		(86,108	)
Impairments		—			(98,343	)
Gain (loss) on sales of assets, net		20,401			—
Income tax benefit (expense)		2,804			16,166
Total discontinued operations		3,156			(168,285	)
Net income (loss)		(60,052	)		(282,740	)
Noncontrolling interests’ share in discontinued operations		—			152
Net income (loss) attributable to common shares	$	(60,052	)	$	(282,588	)
Net income (loss) per common share, basic and diluted
Continuing operations	$	(19.54	)	$	(38.84	)
Discontinued operations	$	0.98		$	(57.05	)
Weighted average shares outstanding, basic and diluted		3,235			2,947

See accompanying Notes to the Consolidated Financial Statements.

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agilon health, inc.

CONSOLIDATED STATEMENTS OF CONTINGENTLY REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands)

	Contingently Redeemable Common Stock				Total Stockholders’ Equity (Deficit)
					Common Stock					Additional Paid-In Capital			Accumulated Deficit			Noncontrolling Interests			Total Stockholders’ Equity (Deficit)
	Shares		Amount		Shares			Amount
January 1, 2019		265	$	100,000		2,453		$	25	$	249,666		$	(208,550	)	$	455		$	41,596
Net income (loss)		—		—		—			—		—			(282,588	)		(152	)		(282,740	)
Issuance of contingently redeemable common stock		434		181,000		—			—		(806	)		—			—			(806	)
Settlement of stock-based liabilities		—		—		13			—		5,000			—			—			5,000
Stock-based compensation expense		—		—		—			—		5,225			—			—			5,225
Distribution to noncontrolling interests		—		—		—			—		—			—			(303	)		(303	)
January 1, 2020		699	$	281,000		2,466		$	25	$	259,085		$	(491,138	)	$	—		$	(232,028	)
Net income (loss)		—		—		—			—		—			(60,052	)		—			(60,052	)
Issuance of contingently redeemable common stock		63		28,500		—			—		(460	)		—			—			(460	)
Issuance of common stock		—		—		12			—		5,550			—			—			5,550
Repurchase of common stock		—		—		(15	)		—		(6,742	)		—			—			(6,742	)
Exercises and vesting of stock-based awards		—		—		28			—		814			—			—			814
Settlement of stock-based liabilities		—		—		3			—		1,500			—			—			1,500
Stock-based compensation expense		—		—		—			—		6,688			—			—			6,688
December 31, 2020		762	$	309,500		2,494		$	25	$	266,435		$	(551,190	)	$	—		$	(284,730	)

See accompanying Notes to the Consolidated Financial Statements.

F-5

agilon health, inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2020			2019
Cash flows from operating activities:
Net income (loss)	$	(60,052	)	$	(282,740	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		14,099			41,413
Stock-based compensation expense		6,688			5,225
Deferred income taxes and uncertain tax positions		(2,809	)		(16,177	)
Release of indemnification assets		3,475			19,219
Impairments		—			98,343
(Gain) loss on sale of assets, net		(20,401	)		—
Other non-cash items		(676	)		(2,321	)
Changes in operating assets and liabilities:
Receivables, net		(59,381	)		(23,280	)
Prepaid expense and other current assets		(5,085	)		(565	)
Other assets		(1,977	)		2,425
Medical claims and related payables		42,383			19,810
Accounts payable and accrued expenses		24,922			18,451
Other liabilities		5,610			16,336
Net cash provided by (used in) operating activities		(53,204	)		(103,861	)
Cash flows from investing activities:
Purchase of property and equipment, net		(1,775	)		(2,892	)
Purchase of intangible assets, net		(575	)		(1,014	)
Investments in loans receivable and other		(3,847	)		(1,154	)
Proceeds from repayment of loans receivable		2,058			—
Proceeds from sale of business		26,205			—
Net cash provided by (used in) investing activities		22,066			(5,060	)
Cash flows from financing activities:
Proceeds from equity issuances, net		33,590			180,193
Proceeds from exercise of stock options		814			—
Repurchase of shares, net		(6,742	)		—
Repayments of long-term borrowings		(3,041	)		(3,592	)
Distribution to noncontrolling interests		—			(303	)
Net cash provided by (used in) financing activities		24,621			176,298
Net increase (decrease) in cash, cash equivalents and restricted cash and equivalents		(6,517	)		67,377
Cash, cash equivalents and restricted cash and equivalents from continuing operations, beginning of year		139,152			76,414
Cash, cash equivalents and restricted cash and equivalents from discontinued operations, beginning of year		6,460			1,821
Cash, cash equivalents and restricted cash and equivalents, beginning of year		145,612			78,235
Cash, cash equivalents and restricted cash and equivalents from continuing operations, end of year		135,178			139,152
Cash, cash equivalents and restricted cash and equivalents from discontinued operations, end of year		3,917			6,460
Cash, cash equivalents and restricted cash and equivalents, end of year	$	139,095		$	145,612

See accompanying Notes to the Consolidated Financial Statements.

F-6

agilon health, inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Business

Description of Business

agilon health, inc. (formerly Agilon Health Topco, Inc.), together with its consolidated subsidiaries and variable interest entities (the “Company”), through its purpose-built model provides the necessary capabilities, capital, and business model for existing physician groups to create a Medicare-centric, globally capitated line of business. As of December 31, 2020, the Company, through its contracted physician networks, provided care to approximately 131,000 Medicare Advantage members enrolled with private health plans in Hawaii, North Carolina, Ohio, Pennsylvania, and Texas. agilon health, inc. was incorporated in the state of Delaware in April 2017.

The following provides information regarding the Company’s strategic partnerships to deliver healthcare services:

• The Company operates an independent practice association (“IPA”) in Hawaii.

• During 2017, the Company entered into a strategic partnership to expand its operations beginning January 1, 2018 into Columbus, Ohio.

• During 2018, the Company entered into strategic partnerships to further expand its operations beginning January 1, 2019 into the Greater Akron/Canton area of Ohio and Austin, Texas.

• During 2019, the Company entered into strategic partnerships to expand its operations beginning January 1, 2020 into: (i) Dayton, Ohio; (ii) Southeast Ohio; and (iii) Pittsburgh, Pennsylvania.

• During 2020, the Company entered into a strategic partnership to further expand its operations beginning April 1, 2020 into Wilmington, North Carolina. Additionally, during 2020, the Company entered into strategic partnerships to further expand its operations beginning January 1, 2021 into: (i) Buffalo, New York; (ii) Toledo, Ohio; and (iii) Hartford, Connecticut. In December 2020, the Company entered into a strategic partnership to further expand its operations beginning January 1, 2022 into Syracuse, New York.

• During 2021, the Company entered into strategic partnerships to further expand its operations beginning January 1, 2022 into: (i) Grand Rapids, Michigan; (ii) Pinehurst, North Carolina; and (iii) Longview, Texas, along with additional partnerships in the Company’s existing Ohio and Texas markets.

See Note 17 for additional discussions related to the Company’s involvement with variable interest entities.

The Company is ultimately controlled by an investment fund associated with Clayton Dubilier & Rice, LLC (“CD&R”), a private equity firm headquartered in New York, New York. All funds affiliated with CD&R are considered related parties.

NOTE 2. Summary of Significant Accounting Policies

Disposition of California Operations

During 2020, the Company implemented a plan to divest its California operations, which included the entirety of its Medicaid line of business, via three separate transactions with different parties. In August 2020, the Company disposed of its Southern California operations for a gross sales price of $2.5 million and recognized a gain on sale of $1.3 million. In October 2020, the Company disposed of its Fresno, California operations for a gross sales price of $26.0 million and recognized a gain on sale of approximately $19.1 million. In December

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2020, the Company signed a definitive agreement to sell its remaining California operations for a gross sales price of $1.0 million. The sale closed in February 2021. The Company’s decision to exit California and the Medicaid line of business represents a strategic shift that will have a major effect on its operations and financial results. As such, the Company’s California operations are reflected in the consolidated financial statements as discontinued operations. See Note 19 for additional information.

Basis of Presentation

The accompanying consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The consolidated financial statements include the accounts of agilon health, inc., its wholly-owned subsidiaries and VIEs that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated in consolidation.

The Company is required to continually evaluate its VIE relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity that has any of the following three characteristics:

i. the equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support;

ii. substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights; or

iii. the equity investors as a group lack any of the following:

• the power through voting or similar rights to direct the activities of the entity that most significantly impact the entity’s economic performance;

• the obligation to absorb the expected losses of the entity; or

• the right to receive the expected residual returns of the entity.

The designation of an entity as a VIE should be reassessed upon certain events, including, but not limited to:

i. a change to the terms or in the ability of a party to exercise its kick-out rights;

ii. a change in the capital structure of the entity; or

iii. acquisitions or sales of interests that constitute a change in control.

A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company continuously assesses whether it is (or is not) the primary beneficiary of a VIE. That assessment involves the consideration of various factors, including, but not limited to, the form of the Company’s ownership interest, its representation on the VIE’s governing body, the size and seniority of its investment, its ability and the rights of other variable interest holders to participate in policy making decisions, its ability to manage its ownership interest relative to the other variable interest holders, and its ability to liquidate the entity.

Use of Estimates

Management is required to make estimates and assumptions in the preparation of financial statements. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of

F-8

contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates can include, among other things, those used to determine revenues and related receivables from risk adjustment, medical services expense and related payables (including the reserve for incurred but not reported (“IBNR”) claims), and the valuation and related recognition of impairments of long-lived assets, including goodwill. Management’s estimates for revenue recognition, medical services expense and other estimates, judgments, and assumptions, may be materially and adversely different from actual results as a result of the COVID-19 pandemic, among other things. These estimates are based on knowledge of current events and anticipated future events, and accordingly, actual results may ultimately differ materially from those estimates.

Revenue Recognition and Receivables

Medical Services Revenue

Medical services revenue consists of capitation fees under contracts with various Medicare Advantage payors (“payors”). Under the typical capitation arrangement, the Company is entitled to monthly per-member, per-month (“PMPM”) fees to provide a defined range of healthcare services for Medicare Advantage health plan members (“members”) attributed to the Company’s contracted primary care physicians. PMPM fees are determined as a percent of the premium payors receive from the Centers for Medicare & Medicaid Services’ (“CMS”) for these members. The Company generally accepts full financial risk for members attributed to its contracted primary care physicians and therefore is responsible for the cost of all healthcare services required by those members. Fees are recorded gross in revenue because the Company is acting as a principal in coordinating and controlling the range of services provided (other than clinical decisions) under its capitation contracts with payors. Capitation contracts with payors are generally multi-year arrangements and have a single performance obligation that constitutes a series, as defined by Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers (“ASC 606”), to stand ready on a monthly basis to provide all aspects of necessary medical care to members for the contracted period. The Company recognizes revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term.

The transaction price for the Company’s capitation contracts is variable, as the PMPM fees to which the Company is entitled are subject to periodic adjustment under CMS’s risk adjustment payment methodology. CMS deploys a risk adjustment model that determines premiums paid to all payors according to each member’s health status and certain demographic factors. Under this risk adjustment methodology, CMS calculates the risk adjusted premium payment using diagnosis data from various settings. The Company and healthcare providers collect and submit the necessary and available diagnosis data to payors and such data is utilized by the Company to estimate risk adjustment payments to be received in subsequent periods. Risk adjustment-related revenues are estimated using the most likely amount methodology and amounts are only included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. PMPM fees are also subject to adjustment for incentives or penalties based on the achievement of certain quality metrics defined in the Company’s contracts with payors. The Company recognizes incentive revenue as earned using the most likely amount methodology and only to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved.

Neither the Company nor any of its affiliates is a registered insurance company because state law in the states in which it operates does not require such registration for risk-bearing providers.

Receivables

Receivables primarily consist of amounts due under capitation contracts with various payors. Receivables due under capitation contracts are recorded monthly based on reports received from payors and management’s estimate of risk adjustment payments to be received in subsequent periods for open performance years. Receivables are recorded and stated at the amount expected to be collected.

F-9

Medical Services Expenses and Related Payables

Medical Services Expense

Medical services expense represents costs incurred for medical services provided to members by physicians, hospitals and other ancillary providers for which the Company is financially responsible and which are paid either directly by the Company or by payors with whom the Company has contracted. Medical services expenses are recognized in the period in which services are provided and include estimates of the Company’s obligations for medical services that have been rendered by third parties, but for which claims have either not yet been received, processed, or paid.

Such estimates are based on many variables, including utilization trends, membership volumes, and historical claim payment patterns which are used to develop “completion factors” used to determine the amount of incurred but unpaid services using an actuarial process that is consistently applied each reporting period and that is commonly used by health insurance actuaries. Generally, for the most recent months, the Company estimates claim costs incurred by applying observed medical cost trend factors to the average PMPM medical costs incurred in prior months for which more complete claims data are available.

Each period, the Company re-examines previously established medical claims payable estimates based on actual claim submissions and other changes in facts and circumstances. As more complete claims information becomes available, the Company adjusts its estimates and recognizes those changes in estimates in the period in which the change is identified. The difference between the estimated liability and the actual settlements of claims is recognized in the period the claims are settled. The Company’s medical claims payable balance represents management’s best estimate of its liability for unpaid medical costs as of December 31, 2020 and 2019. The Company uses judgment to determine the appropriate assumptions for developing the required estimates.

The Company assesses the profitability of its managed care capitation arrangement to identify contracts where current operating results or forecasts indicate probable future losses. If anticipated future variable costs exceed anticipated future revenues, a premium deficiency reserve is recognized. Premium deficiency reserves as of December 31, 2020 and 2019 were immaterial.

Other Medical Expenses

Other medical expenses include: (i) partner physician incentive expense and (ii) other provider costs. Partner physician incentive expense relates to incentive obligations to the Company’s physician partners. Other provider costs include payments for additional incentives to support physician-patient engagement and other care management expenses.

Goodwill and Amortizable Intangible Assets

Goodwill represents the excess purchase price consideration over the estimated fair value of net assets acquired in a business combination. The Company tests goodwill for impairment annually in the fourth quarter, and on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company first assesses qualitative factors to determine whether it is more likely than not that the carrying value of a reporting unit exceeds its fair value. Qualitative analysis involves assessing situations and developments that could affect key drivers used to evaluate whether the value of goodwill is impaired. The Company’s procedures include assessing its financial performance, macroeconomic conditions, industry and market considerations, various asset-specific factors, and entity-specific events. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing.

In the quantitative assessment, the fair value of the reporting unit is determined primarily by an income approach, utilizing discounted cash flows and a market approach looking at comparable companies and related transactions. An impairment is recognized only to the extent that the carrying value of a reporting unit exceeds its fair value. If the fair value exceeds the carrying amount, goodwill is not considered impaired.

F-10

Amortizable intangible assets primarily relate to health plan contracts, trade names, provider networks and noncompete enforcement agreements. Amortizable intangible assets are amortized using the straight-line method over the useful life of these assets, generally between four and 30 years. The Company considers the period of expected cash flows and related underlying data used to measure the fair value of the intangible assets (or the length of time for a noncompete agreement) when selecting a useful life.

Amortizable intangible assets are subject to impairment tests when events or circumstances indicate that the carrying value of the asset, or related asset group, may not be recoverable. The Company compares the carrying value of an amortizable intangible asset (or asset group) to the future undiscounted cash flows generated by the asset (or asset group). The expected future undiscounted cash flows are calculated using the lowest level of identifiable cash flows that are largely independent of the cash flows of other assets and liabilities. When the carrying value of an intangible asset (or asset group) exceeds its expected future undiscounted cash flows, an impairment charge is recognized to the extent that the carrying value of the asset (or asset group) exceeds its fair value.

The impairment tests are based on financial projections prepared by management that incorporate anticipated results from programs and initiatives being implemented. If projections are not met, or if negative trends occur that impact the outlook, the intangible assets may be impaired.

Cash, Cash Equivalents, and Restricted Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly liquid financial instruments with maturities of three months or less when purchased. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Restricted cash equivalents primarily consist of amounts used as collateral to secure letters of credit which the Company is required to maintain pursuant to contracts with payors. Such amounts are generally maintained in certificates of deposit to satisfy these obligations and are presented as restricted cash equivalents in the consolidated balance sheets. As of December 31, 2020 and 2019, certificates of deposit totaled $21.6 million and $15.5 million, respectively.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. If acquired through a business combination, property and equipment are recorded at fair value at the date of acquisition. Costs incurred that significantly extend the useful life of the related assets are capitalized, while repairs and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, except for land, which is not depreciated.

The following represents the estimated useful lives for property and equipment:

	Years
Computer equipment and software	3 – 5
Furniture and fixtures	5 – 7
Building	39

Leasehold improvements are depreciated over the shorter of the assets’ estimated useful life or term of the lease.

Leases

The Company determines whether a contract contains a lease based on whether it has the right to obtain substantially all of the economic benefits from the use of an identified asset that the Company does not own and whether it has the right to direct the use of that identified asset in exchange for consideration. The Company

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determines whether an arrangement constitutes a lease at inception. The Company’s operating leases consist primarily of long-term leases for office space. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Most leases include one or more options to renew, with renewal terms that can extend the lease. The exercise of renewal options is at the sole discretion of the Company. ROU assets are recognized as the lease liability, adjusted for initial direct costs incurred and tenant lease incentives received. Lease liabilities are recognized as the present value of the future minimum lease payments at the lease commencement date. Since none of the Company’s leases provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. The incremental borrowing rate is a hypothetical rate based on the Company’s understanding of what its credit rating would be to borrow and based on the resulting interest the Company would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Lease payments may be fixed or variable, however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments is incurred. Short-term leases (those with terms of 12 months or less) are not recorded as ROU assets or liabilities in the consolidated balance sheets. For short-term leases, the Company recognizes rent expense in the consolidated statements of operations on a straight-line basis over the lease term.

Operating leases are included in other assets, net, accounts payable and accrued expenses, and other liabilities on the Company’s consolidated balance sheets. See Note 5 for additional information.

Issuance Costs

Debt issuance costs related to debt instruments (excluding line of credit arrangements) are deferred, recorded as a reduction of the related debt liability, and amortized to interest expense over the remaining term of the related debt liability utilizing the effective interest method. Debt issuance costs related to line of credit arrangements are deferred, included in other assets, and amortized to interest expense on a straight-line basis over the remaining term of the related line of credit arrangement. Costs incurred in connection with the issuance of common shares are recorded as a reduction of additional paid-in capital.

Contingently Redeemable Common Stock

Pursuant to the Company’s investment agreements with third-party investors, in certain limited circumstances, the Company could be required to repurchase shares. As the redemption feature is outside the control of the Company, the related capital contributions do not qualify as permanent equity and have been classified as temporary equity in the mezzanine section of the consolidated balance sheets.

Net Income (Loss) Per Share

Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common shares by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is calculated by including the effect of dilutive securities, including outstanding employee stock options, using the treasury stock method. The treasury stock method assumes a hypothetical issuance of shares to settle stock-based awards, with the assumed proceeds used to purchase common stock at the average market price for the period. Assumed proceeds include the amount the employee must pay upon exercise and the average unrecognized compensation cost. The difference between the number of

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shares assumed issued and number of shares assumed purchased represents the dilutive shares. Basic net loss per share is the same as diluted net loss per share for the periods presented, as the inclusion of all potential common shares outstanding would have been anti-dilutive.

Stock-based Compensation

Stock-based compensation expense for common stock options is recognized based on the fair value of the award as determined on the grant date using the Black-Scholes option pricing model. Stock-based compensation expense is recorded in general and administrative expense, with a corresponding increase in additional paid-in capital and is generally recognized on a straight-line basis over the vesting period. Compensation cost for options that vest based on performance conditions in addition to the employee’s continued service is recognized when the related performance condition is deemed to be probable of achievement. The fair value of awards with market conditions are valued using the Monte Carlo simulation model. Forfeitures of stock-based awards are recognized as they occur. See Note 13 for additional discussion on restricted stock units, non-employee awards, and incentive compensation.

Income Taxes

Current tax liabilities and assets are recognized for the estimated taxes payable or refundable, respectively, on the tax returns for the current year. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The carrying value of the Company’s net deferred tax assets is based on whether it is more likely than not that the Company will generate sufficient future taxable income to realize the deferred tax assets. A valuation allowance is established for deferred tax assets, which the Company does not believe meet the “more likely than not” threshold. The Company’s judgments regarding future taxable income may change over time due to changes in market conditions, changes in tax laws, tax planning strategies, or other factors. If the Company’s assumptions and, consequently, its estimates, change in the future, the valuation allowance may materially increase or decrease, resulting in a decrease or increase, respectively, in income tax benefit and the related impact on the Company’s reported net income (loss).

The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining whether the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than likely of being realized and effectively settled. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and that may not accurately forecast actual outcomes. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as additional income taxes.

Fair Value Measurement

The Company’s financial instruments consist of cash and cash equivalents, restricted cash equivalents, receivables, other liabilities, accounts payable, certain accrued expenses, a term loan (see Note 10), a revolving credit facility (see Note 10), and unsecured debt (see Note 10). The carrying values of the financial instruments classified as current in the consolidated balance sheets approximate their fair values due to their short-term maturities. The carrying values of the term loan, revolving credit facility, and unsecured debt are a reasonable estimate of fair value because the interest rates on such borrowings approximate market rates as of the reporting date. Such borrowings are classified within Level 2 of the fair value hierarchy. During the years ended December 31, 2020 and 2019, there were no material transfers of financial assets or liabilities within the fair value hierarchy.

F-13

The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:

• Level 1—quoted prices for identical instruments in active markets;

• Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

• Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company is responsible for determining fair value, as well as for assigning the appropriate level within the fair value hierarchy, based on the significance of unobservable inputs. The Company reviews methodologies, processes and controls of third-party pricing services and performs ongoing analyses of both prices received from third-party pricing services and those developed internally to determine whether they represent appropriate estimates of fair value.

Segment Reporting

The Company is organized as a single operating and reportable segment based on the manner in which the Chief Executive Officer, who is the chief operating decision maker, evaluates performance and makes decisions about how to allocate resources.

Recent Accounting Pronouncements

2020 Adoption

Stock Compensation. In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation—Stock Compensation (Topic 718)—Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). The update expands the scope of ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 specifies that ASC 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments in the update also clarify that ASC 718 does not apply to share-based payments used to effectively provide: (i) financing to the issuer or (ii) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. The update is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of ASC 606. The Company adopted ASU 2018-07 effective January 1, 2020. The adoption of ASU 2018-07 did not have a material impact on the Company’s consolidated financial statements.

Income Taxes. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The amendments in this ASU 2019-12 simplify the accounting for income taxes by eliminating certain exceptions to the general principles in Topic 740 related to the approach for intraperiod tax allocations. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The update is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company early adopted ASU 2019-12 effective January 1, 2020. As a result of the ASU 2019-12 adoption, the exception to the intraperiod tax allocation rules due to a loss

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from continuing operations and income or a gain from discontinued operation was eliminated and the Company followed the general intraperiod allocation to determine total tax expense. See Note 14 for additional information.

Not Yet Adopted

Credit Losses. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments held at amortized cost. The amendments in ASU 2016-13 eliminate the “probable” initial threshold for recognition of credit losses in current accounting guidance and, instead, reflect an entity’s current estimate of all expected credit losses over the life of the financial instrument. Currently, when credit losses are measured under current accounting guidance, an entity generally only considers past events and current conditions in measuring the incurred loss. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). ASU 2019-10 amended the effective date for ASU 2016-13. ASU 2016-13 is effective for fiscal years, and interim periods within, beginning after December 15, 2022. Early adoption is permitted for fiscal years, and interim periods within, beginning after December 15, 2018. A reporting entity is required to apply the amendments in ASU 2016-13 using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. Upon adoption of ASU 2016-13, the Company is required to reassess its financing receivables, including loans receivable, and expects that application of ASU 2016-13 may result in the Company recognizing credit losses at an earlier date than would otherwise be recognized under current accounting guidance. The Company is evaluating the impact of the adoption of ASU 2016-13 on its consolidated financial statements.

NOTE 3. Concentration of Credit Risk

The Company is economically dependent on maintaining a base of primary care and specialty care physicians as well as capitation contracts with payors. The loss of certain of those contracts could have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

The Company contracts with various payors whereby the Company is entitled to monthly PMPM fees to provide a defined range of healthcare services for members attributed to its contracted primary care physicians. The Company generally accepts full financial risk for such members and therefore is responsible for the cost of all healthcare services required by them. Substantially all of the Company’s receivable balances are from a small number of payors.

Revenue from Medicare Advantage payors constitutes substantially all of the Company’s total revenue, accounting for nearly 100% and 99% of the Company’s total revenues for years ended December 31, 2020 and 2019, respectively.

The following table provides the Company’s revenue concentrations with respect to major payors as a percentage of the Company’s total revenues:

	Year Ended December 31,
	2020			2019
Payor A		38	%		44	%
Payor B		20	%		19	%
Payor C		11	%		14	%
Payor D		*			11	%

* Less than 10% of total revenue.

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The following table provides the Company’s concentrations of credit risk with respect to major payors as a percentage of receivables, net:

	December 31,
	2020			2019
Payor A		38	%		31	%
Payor B		27	%		20	%
Payor C		*			11	%
Payor D		*			19	%

* Less than 10% of total receivables.

NOTE 4. Property and Equipment, Net

The following table summarizes the Company’s property and equipment (in thousands):

	December 31,
	2020			2019
Computer equipment and software	$	8,135		$	6,553
Furniture and fixtures		2,856			2,745
Building and leasehold improvements		2,740			2,704
		13,731			12,002
Less: accumulated depreciation		(7,275	)		(4,850	)
Property and equipment, net	$	6,456		$	7,152

For the years ended December 31, 2020 and 2019, the Company recognized $2.2 million and $1.6 million, respectively, in depreciation expense, which is included in depreciation and amortization expense in the consolidated statements of operations.

NOTE 5. Leases

The Company has operating leases for corporate offices and certain equipment. The following tables provide information regarding the Company’s operating leases for which it is the lessee (in thousands):

	December 31,
	2020		2019
ROU asset:
Other assets, net	$	9,585	$	11,684
Lease liabilities:
Accounts payable and accrued expenses	$	3,377	$	3,366
Other liabilities		5,508		7,737
Total operating lease liabilities	$	8,885	$	11,103

	Year Ended December 31,
	2020		2019
Operating lease costs	$	4,152	$	3,349
Short-term lease costs		29		8
Variable lease costs		949		436
Total lease costs	$	5,130	$	3,793

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	Year Ended December 31,
Supplemental Cash Flow Information	2020		2019
Cash paid for amounts included in the measurement of lease liability:
Operating cash flows from operating leases	$	4,495	$	4,434
ROU asset obtained in exchange for new lease liability:
Operating leases	$	363	$	1,111

	December 31,
Weighted Average Lease Term and Discount Rate	2020			2019
Weighted average remaining lease term (years):
Operating leases		5			6
Weighted average discount rate:
Operating leases		9.78	%		9.79	%

The following table summarizes future minimum lease obligations under non-cancelable operating leases as of December 31, 2020 (in thousands):

Year	Amount
2021	$	3,554
2022		2,515
2023		2,044
2024		665
2025		536
Thereafter		1,954
Undiscounted minimum lease payments payable		11,268
Less: imputed interest		(2,383	)
Present value of lease liability	$	8,885

NOTE 6. Goodwill and Amortizable Intangible Assets

Goodwill

As of December 31, 2020 and 2019, goodwill of $39.0 million was allocated to the Company’s Hawaii reporting unit, which has a negative carrying amount of net assets as of December 31, 2020 and 2019. The Company completed the required annual goodwill impairment test during the fourth quarters of 2020 and 2019, and no impairment was recognized.

Contingent Consideration

Total liabilities for contingent consideration to fulfill expected remaining obligations related to prior acquisitions were $2.5 million as of December 31, 2020 and 2019, and are reflected in accounts payable and accrued expenses in the consolidated balance sheets.

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Amortizable Intangible Assets

The following table summarizes the Company’s amortizable intangible assets as of December 31, 2020 (dollars in thousands):

	Useful Life (Years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
Health plan contracts		15	$	39,700	$	(11,689	)	$	28,011
Trade names		15-30		20,300		(2,989	)		17,311
Provider networks		10-15		8,400		(2,473	)		5,927
Noncompete enforcement agreements		4-5		30,787		(22,705	)		8,082
Other		4-15		2,700		(1,563	)		1,137
			$	101,887	$	(41,419	)	$	60,468

The following table summarizes the Company’s amortizable intangible assets as of December 31, 2019 (dollars in thousands):

	Useful Life (Years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
Health plan contracts		15	$	39,700	$	(9,043	)	$	30,657
Trade names		15-30		45,200		(27,212	)		17,988
Provider networks		10-15		8,400		(1,913	)		6,487
Noncompete enforcement agreements		4-5		30,377		(15,944	)		14,433
Other		4-15		2,700		(1,119	)		1,581
			$	126,377	$	(55,231	)	$	71,146

For the years ended December 31, 2020 and 2019, the Company recognized $11.4 million and $10.7 million, respectively, in amortization expense which is included in depreciation and amortization expense in the consolidated statements of operations.

The following table summarizes the estimated annual amortization for each of the five succeeding fiscal years and thereafter as of December 31, 2020 (in thousands):

Year	Amount
2021	$	10,332
2022		5,970
2023		4,012
2024		3,957
2025		3,957
Thereafter		32,240
	$	60,468

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NOTE 7. Other Assets

The following table summarizes the Company’s other assets (in thousands):

	December 31,
	2020		2019
Indemnification assets	$	10,009	$	13,484
Health plan deposits		11,523		—
Right of use asset		9,585		11,684
Other		12,583		8,116
	$	43,700	$	33,284

Indemnification assets have been established to offset certain pre-closing liabilities for which the prior owners of some of the Company’s California subsidiaries are obligated to indemnify the Company. The Company deems the amounts receivable under the indemnification agreements to be fully collectible should indemnification claims arise and, as such, a valuation allowance is not deemed necessary.

NOTE 8. Medical Claims and Related Payables

Medical claims and related payables include estimates for amounts owed for claims incurred for services provided to members by various providers. Changes in amounts reported for medical claims related to prior years result from claims being paid at amounts different than originally estimated. Liabilities are continually reviewed and re-estimated as information regarding actual claim payments becomes known. This information is compared to the originally established liability at year end. The following table presents the components of changes in medical claims and related payables (in thousands):

	December 31,
	2020			2019
Medical claims and related payables, beginning of the year	$	121,779		$	101,967
Components of incurred costs related to:
Current year		1,026,940			728,610
Prior years		(5,063	)		(3,236	)
Discontinued operations—current year		85,732			125,795
Discontinued operations—prior years		(1,543	)		(1,945	)
		1,106,066			849,224
Claims paid related to:
Current year		(870,979	)		(627,422	)
Prior years		(94,868	)		(76,049	)
Discontinued operations—current year		(80,754	)		(108,531	)
Discontinued operations—prior years		(17,083	)		(17,410	)
		(1,063,684	)		(829,412	)
Medical claims and related payables, end of the year	$	164,161		$	121,779

Beginning and ending balances of medical claims and related payables disclosed above for December 31, 2020, include $1.1 million and $1.3 million, respectively, that are presented as current liabilities held for sale and discontinued operations. Beginning and ending balances of medical claims and related payables disclosed above for December 31, 2019, include $1.8 million and $1.1 million, respectively, of claims liabilities that are presented as current liabilities held for sale and discontinued operations. As of December 31, 2020 and 2019, medical claims and related payables also include $4.1 million and $18.0 million, respectively, of claims liabilities associated with certain divested California businesses for which the Company has retained the liability for claims incurred prior to the date of divestiture.

F-19

NOTE 9. Other Liabilities

The following table summarizes the Company’s other liabilities (in thousands):

	December 31,
	2020		2019
Other long-term contingencies	$	71,693	$	64,489
Reserve for uncertain tax positions		10,009		12,818
Lease liabilities, long-term		5,508		7,737
Other		2,881		1,905
	$	90,091	$	86,949

As of December 31, 2020 and 2019, the Company had contingent liabilities of $71.7 million and $64.5 million, respectively, related to unasserted claims. While the Company intends to vigorously defend its position in the event of any assertion of such claims, it has established a liability for the potential exposure, including interest and penalties. Additionally, the Company estimated the range of reasonably possible losses in excess of reserves accrued on the consolidated balance sheet as of December 31, 2020 to be $0 to $14.4 million.

See Note 14 for additional discussions related to reserve for uncertain tax positions.

NOTE 10. Debt

Credit Facility

As of December 31, 2020, the Company’s credit facility (the “Credit Facility”) includes a term loan of up to $60.0 million (the “Term Loan”) and a revolver of up to $60.0 million, subject to a $10.0 million limitation on cash holdings and the capacity to issue standby letters of credit in certain circumstances up to a maximum of $40.0 million (the “Revolver”). The Revolver is scheduled to mature on July 1, 2021, and the term loan is scheduled to mature on July 1, 2022. As of December 31, 2020, the Company had $48.6 million outstanding under the Term Loan and availability under the revolver was $41.5 million as the Company had outstanding letters of credit totaling $18.5 million. The standby letters of credit are automatically extended without amendment for one-year periods, unless the Company notifies the institution in advance of the expiration date that the letter will be terminated. No amounts have been drawn on the outstanding letters of credit as of December 31, 2020 or 2019.

At the Company’s option, borrowings under the Credit Facility accrue interest at either: (i) the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 5.50% to 6.00% or (ii) a base rate, as defined in the credit agreement, plus a margin ranging from 4.50% to 5.00%. Additionally, the Company pays a commitment fee on the unfunded revolver amount that ranges from 0.25% to 0.50%, depending on the leverage ratio. The Company must also pay customary letter of credit fees. As of December 31, 2020, the weighted average effective interest rate on the Term Loan was 8.28%.

The borrower on the Credit Facility is agilon health management, inc. (formerly agilon health, inc.), a wholly-owned subsidiary. The Credit Facility is guaranteed by certain of the Company’s subsidiaries, a pledge of the Company’s equity interest in agilon health management, inc., and a pledge of all the assets of agilon health management, inc. (all subject to customary exceptions). Under the terms of the Credit Facility, agilon health management, inc.’s ability to pay dividends or lend to the Company is restricted.

The Term Loan may be subject to mandatory prepayments of the original principal amount. If the consolidated financial results of the Company indicate that it has excess cash flow (as defined in the Credit Facility), the Credit Facility requires that 50% of that excess cash flow be used as a prepayment of the term loan. The lenders have the right to waive the excess cash flow prepayment at their sole option. Outstanding Revolver balances are not subject to mandatory prepayment other than in circumstances arising from other provisions in

F-20

the credit agreement. The Credit Facility is subject to mandatory prepayments if the outstanding loans and letters of credit exceed either the aggregate commitments or the current borrowing base.

The Credit Facility contains customary covenants including, among other things, limitations on restricted payments including: (i) dividends and distributions from restricted subsidiaries, (ii) requirements of minimum financial ratios, and (iii) limitation on additional borrowings based on certain financial ratios. Failure to meet any of these covenants could result in an event of default under the agreement. If an event of default occurs, the lenders could elect to declare all amounts outstanding under the agreement to be immediately due and payable. As of December 31, 2020 and 2019, the Company was in compliance with all covenants under the Credit Facility.

Unsecured Debt

As of December 31, 2020 and 2019, the Company had a $20.0 million unsecured credit agreement with a lender affiliated with CD&R (the “unsecured debt”). The unsecured debt’s interest rate is fixed at 11.50% and matures in December 2023. The loan is guaranteed by a subsidiary of the Company and certain affiliates.

Debt Maturities

The following table summarizes the Company’s stated debt maturities and scheduled principal repayments as of December 31, 2020 (in thousands):

Year	Term Loan			Unsecured Debt			Total
2021	$	3,041		$	—		$	3,041
2022		45,608			—			45,608
2023		—			20,000			20,000
		48,649			20,000			68,649
(Discounts), premiums and (debt costs), net		(745	)		(198	)		(943	)
	$	47,904		$	19,802		$	67,706

Subsequent Events

On February 18, 2021, the Company executed a credit facility agreement (as amended by the First Amendment to Credit Agreement, dated as of March 1, 2021, the “2021 Credit Facilities”). The 2021 Credit Facilities include: (i) a $100.0 million secured term loan (the “2021 Secured Term Loan Facility”) and (ii) a $100.0 million senior secured revolving credit facility (the “2021 Secured Revolving Facility”) with a capacity to issue standby letters of credit in certain circumstances up to a maximum of $80.0 million. Subject to specified conditions and receipt of commitments, the 2021 Secured Term Loan Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by up to (i) $50.0 million plus (ii) an additional amount determined in accordance with a formula tied to repayment of certain of the Company’s indebtedness. The proceeds from the 2021 Secured Term Loan Facility were used to refinance the outstanding indebtedness under the Credit Facility and unsecured debt, with the remaining $30.1 million for working capital and other general corporate purposes. The maturity date of the 2021 Credit Facilities is February 18, 2024 or, following the consummation of an initial public offering (subject to certain proceeds amounts), February 18, 2026.

At the Company’s option, borrowings under the 2021 Credit Facility, as defined in the credit agreement, can be either: (i) LIBO Rate Loans or (ii) Base Rate Loans. LIBO Rate Loans bear interest at a rate equal to the sum of 4.00% (stepping down to 3.50% on and following October 1, 2023) and the higher of (a) LIBO, as defined in the credit agreement, and (b) 0%. Base Rate Loans bear interest at a rate equal to the sum of 3.00% (stepping down to 2.50% on and following October 1, 2023) and the highest of: (a) 0.50% in excess of the overnight federal funds rate, (b) the prime rate established by the administrative agent from time to time, (c) the one-month LIBO rate (adjusted for maximum reserves) plus 1.00% and (d) 0%. Additionally, the Company pays a

F-21

commitment fee on the unfunded 2021 Secured Revolving Facility amount of 0.50% (stepping down to 0.375% on and following October 1, 2023). The Company must also pay customary letter of credit fees.

The 2021 Credit Facilities are guaranteed by certain of the Company’s subsidiaries, including those identified as VIEs, and contain customary covenants including, among other things, limitations on restricted payments including: (i) dividends and distributions from restricted subsidiaries, (ii) requirements of minimum financial ratios, and (iii) limitation on additional borrowings based on certain financial ratios.

NOTE 11. Commitments and Contingencies

Legal Proceedings

From time to time, the Company is a party to, or has a significant relationship to, legal proceedings, lawsuits, and other claims. Except as described below, the Company is not aware of any legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s policy is to expense legal costs as they are incurred.

Regulatory Matters

The healthcare industry is subject to numerous laws and regulations of federal, state, and local governments. Violations of these laws and regulations could result in expulsion from government healthcare programs, together with the imposition of significant fines and penalties. Compliance with such laws and regulations can be subject to future government review and interpretation, as well as regulatory actions unknown or unasserted at this time.

The healthcare regulatory landscape is constantly changing. It is difficult to predict which final rules may be adopted and implemented by federal and state authorities, and if such final rules would result in any material adverse effect on the Company’s business, consolidated financial condition, results of operations or cash flows. Management is unable to determine how any future government spending cuts will affect Medicare reimbursement. There likely will continue to be legislative and regulatory proposals at the federal and state levels directed at containing or lowering the cost of healthcare that, if adopted, could have a material adverse effect on the Company’s consolidated financial statements.

Contractual Obligations

The following table summarizes the Company’s contractual obligations, excluding operating leases (see Note 5) and debt service obligations (see Note 10), as of December 31, 2020 (in thousands):

	Total		2021		2022-2023		2023-2025		More than Five Years
Capital commitments(1)	$	18,662	$	16,412	$	2,250	$	—	$	—

(1) Represents capital commitments to physician partners to support physician partner expansion and related purposes.

NOTE 12. Common Stock

Common Stock

As of December 31, 2020 and 2019, the Company’s authorized capital stock consisted of 5,000,000 shares of common stock, par value $0.01 per share. As of December 31, 2020, there were 3,255,750 shares of the Company’s common stock issued and outstanding, not including: (i) 413,200 shares of common stock issuable upon exercise of outstanding stock options and (ii) 1,100 shares of common stock subject to outstanding RSUs. Every holder of record of common shares entitled to vote at a meeting of stockholders is entitled to one vote for each share outstanding.

F-22

2020. During 2020, the Company issued and sold approximately 12,300 shares of common stock to certain officers and directors at a purchase price of $449.46 per share and received aggregate proceeds of $5.6 million.

In August 2020, the Company issued approximately 3,300 shares of common stock to settle provider incentive liabilities of $1.5 million.

Also in 2020, the Company repurchased 15,000 shares of common stock for $6.7 million and issued approximately 23,400 shares of common stock in connection with exercises and vesting of stock-based awards.

2019. In April 2019, the Company issued 13,200 shares of common stock to settle provider incentive liabilities of $5.0 million.

Contingently Redeemable Common Stock

2020. During 2020, the Company closed private placements to third-party investors in which it issued and sold 63,400 shares of contingently redeemable common stock at a purchase price of $449.46 per share and received aggregate proceeds of $28.5 million.

2019. In the first quarter of 2019, the Company closed a private placement to third-party investors in which it issued and sold 198,000 shares of contingently redeemable common stock to funds advised by Capital Research and Management Company at a purchase price of $378.16 per share and received aggregate proceeds of $75.0 million.

In the fourth quarter of 2019, the Company closed private placements to third-party investors in which it issued and sold 235,800 shares of contingently redeemable common stock at a purchase price of $449.46 per share and received aggregate proceeds of $106.0 million.

The private placements of contingently redeemable common stock have a redemption feature that may require the Company, in certain limited circumstances, to repurchase stock. Because the redemption feature is outside the control of the Company, the related capital contribution does not qualify as permanent equity and has been classified as temporary equity in the mezzanine section of the consolidated balance sheets. The redemption feature will terminate upon the completion of an initial public offering of the Company’s common stock. The common stock classified as temporary equity was recorded at an initial carrying value equal to the gross proceeds received, which represented their fair value at the date of issuance. As the events requiring redemption are not probable of occurring, it is not probable that the common stock will become redeemable and therefore no subsequent remeasurement has been required.

NOTE 13. Stock Incentive Plan

The Company offers certain employees the ability to purchase common shares of the Company and/or receive common stock options under its Amended and Restated Stock Incentive Plan (the “Plan”) that was approved by the stockholders. The Company is authorized to grant 462,500 shares related to employee stock options, of which 19,700 shares remain available for grant as of December 31, 2020. Shares granted are not transferrable, except upon the employee’s death, repurchase by the Company, or with the Company’s consent. The Company recognizes compensation expense related to the Plan in its consolidated statements of operations, with a corresponding increase to additional paid-in capital for any employees who are granted stock options in exchange for services to the Company.

The stock options granted under the Plan consist of: (i) stock options that vest in four equal annual installments, subject to the employee’s continued service until the applicable vesting date (the “Base Options”), and (ii) stock options that vest if, upon a sale of its interest in the Company, CD&R realizes a certain return on its investment, subject to the employee’s continuous employment through such date (the “Upside Options”). Both the Base Options and Upside Options expire 10 years after the date of grant.

F-23

Compensation cost for the Base Options is recognized on a straight-line basis over the requisite vesting period of four years. The fair value of each Base Option was estimated on the date of grant using the Black-Scholes option pricing model. Expected volatilities are based on the historical equity volatility of comparable publicly traded companies. The expected term of Base Options is calculated via the simplified method and reflects the midpoint between the vesting date and the end of the contractual term. The risk-free rates utilized for periods throughout the contractual life of the Base Options are based on U.S. Treasury security yields at the time of grant.

Compensation cost for the Upside Options has not been recorded, as it is not considered probable that the performance target will be achieved. Compensation cost for the Upside Options will be recognized when the performance condition is considered probable, which will not be until the sale event and achievement of the performance target, as defined in the option agreement, occur. The fair value of the Upside Options was estimated on the date of grant using the Monte Carlo simulation model.

Because there is no public market for the Company’s common stock, the Company determined the fair value of those shares at the grant dates by considering several objective and subjective factors, including the price paid by investors for common stock, actual and forecasted operating and financial performance, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the likelihood of achieving a liquidity event, and transactions involving its common stock. The fair value of the Company’s common stock has been determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants, Valuation of Privately Held Company Equity Securities Issued as Compensation.

The assumptions used for the Black-Scholes option pricing model to determine the fair value of the Base Options granted are as follows:

	December 31,
	2020	2019
Risk-free interest rate	0.43% - 1.68%	2.39% - 2.53%
Expected dividends	$—	$—
Expected volatility	59.39% - 63.47%	55.38% - 55.47%
Expected term (in years)	6.25	6.25

The Company’s outstanding Base Options consisted of the following:

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Stock options outstanding as of January 1, 2020		230,800		$	141		7.5
Granted		64,300			465		9.4
Exercised		(27,830	)		100		5.7
Expired or forfeited		(20,812	)		254		7.5
Stock options outstanding as of December 31, 2020		246,458		$	221		7.2	$	165,866
Expected to vest as of December 31, 2020		96,625		$	374		8.5	$	50,245
Exercisable as of December 31, 2020		149,833		$	122		6.3	$	115,671

The weighted-average grant-date fair value of the Base Options granted during the year ended December 31, 2020 and 2019 was $270 and $211, respectively, per option. During the year ended December 31, 2020, the total stock-based compensation expense related to the stock options was $6.5 million, of which $6.3 million is

F-24

recorded in general and administrative expense and $0.2 million is recorded in income (loss) from discontinued operations in the consolidated statements of operations. During the year ended December 31, 2019, the total stock-based compensation expense related to the stock options was $5.0 million, of which $4.2 million is recorded in general and administrative expense and $0.8 million is recorded in income (loss) from discontinued operations in the consolidated statements of operations. Forfeiture of awards is recognized as it occurs.

As of December 31, 2020, the Company had $17.5 million of total unrecognized compensation cost related to non-vested Base Options. The compensation cost for the Base Options as of December 31, 2020 is expected to be recognized over a weighted-average period of approximately 3 years.

The Company’s outstanding Upside Options consisted of the following:

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)
Stock options outstanding as of January 1, 2020		150,900		$	352		7.5
Granted		61,750			989		9.4
Exercised		—			—		—
Expired or forfeited		(45,900	)		377		6.5
Stock options outstanding as of December 31, 2020		166,750		$	581		7.6
Expected to vest as of December 31, 2020		—		$	—		—
Exercisable as of December 31, 2020		—		$	—		—

The weighted-average grant-date fair value of the Upside Options granted during the years ended December 31, 2020 and 2019 was $158 and $123, respectively, per option. During the years ended December 31, 2020 and 2019, the Company did not recognize any stock-based compensation expense related to the Upside Options as achievement of the underlying performance condition is not probable. Forfeiture of awards is recognized as it occurs. As of December 31, 2020, the Company had $13.2 million of total unrecognized compensation cost related to non-vested Upside Options.

Restricted Stock Units

The Company has agreements with certain members of its board of directors that permit a portion of board compensation to be delivered in the form of equity awards. These issuances are in the form of restricted stock units. For both the years ended December 31, 2020 and 2019, the Company recognized $0.2 million of stock-based compensation expense related to these contracts, which is recorded in general and administrative expense in the consolidated statements of operations.

Non-Employee Awards

Various of the Company’s agreements provide for the vesting of certain stock-based instruments to third parties at the time of an initial public offering or sale of a controlling interest in the Company (“Change of Control Event”). The stock-based instruments granted to third parties are accounted for as non-employee awards for which compensation cost will be recognized upon achievement of the underlying performance condition of a Change of Control Event. As the instruments are liability-classified, the amount of shares ultimately issued and related compensation cost will be measured on the vesting date. A Change of Control Event is not deemed probable until consummated.

The Company has also issued equity-based instruments to third parties for incentive compensation. The equity instruments granted to third parties are accounted for as non-employee awards and are recognized to the

F-25

extent that achievement of the financial performance threshold is probable. For the year ended December 31, 2019, the Company recognized $1.5 million in expense as the related performance condition was satisfied. The Company recorded the amount in other medical expenses in the consolidated statements of operations and recognized a liability in accounts payable and accrued expenses as of December 31, 2019. In August 2020, the Company recognized $1.5 million in additional paid-in capital for the issuance of common stock to settle 2019 incentives. In April 2019, the Company recognized $5.0 million in additional paid-in capital for the issuance of common stock to settle 2018 incentives.

NOTE 14. Income Taxes

The Company applied the intra-period tax allocation rules to allocate income taxes between continuing operations and discontinued operations as prescribed by U.S. GAAP, where the tax effect of income (loss) before income taxes is computed without regard to the tax effects of income (loss) before income taxes from the other categories. Income tax expense (benefit) from continuing operations consisted of the following (in thousands):

	Year Ended December 31,
	2020			2019
Current:
Federal	$	—		$	—
State		856			1
		856			1
Deferred:
Federal		38			(179	)
State		(29	)		(54	)
		9			(233	)
Income tax expense (benefit)	$	865		$	(232	)

The principal items accounting for the difference between taxes computed at the U.S. statutory rate and taxes recorded consisted of the following (in thousands):

	Year Ended December 31,
	2020			2019
Computed tax at US federal statutory rate of 21%	$	(13,129	)	$	(24,052	)
Increase (decrease) in taxes resulting from:
State taxes, net of federal impact		840			(47	)
Unrecognized tax benefit		(71	)		224
Permanent differences		850			1,287
Valuation allowance		12,443			22,530
Other, net		(68	)		(174	)
Income tax expense (benefit)	$	865		$	(232	)

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The net deferred tax liability comprises the tax effect of temporary differences between U.S. GAAP and tax reporting related to the recognition of income and expenses. The net deferred income tax liabilities are included in other liabilities in the consolidated balance sheets. Components of the net deferred tax liability consisted of the following (in thousands):

	December 31,
	2020			2019
Deferred income tax assets:
Net operating losses	$	80,316		$	66,644
State taxes		56			60
Contingent consideration		776			857
Accrued expenses		20,708			17,441
Transaction costs		1,006			1,097
Stock-based compensation		3,530			2,332
Lease liabilities		2,237			2,850
Interest limitation		5,635			3,870
Goodwill		2,480			1,051
Intangible assets		23,166			7,870
Partnership outside basis		—			128
Other, net		333			287
Total deferred income tax assets	$	140,243		$	104,487
Deferred income tax liabilities:
Property and equipment	$	(411	)	$	(483	)
ROU assets		(2,412	)		(2,998	)
Intangible assets		(9,191	)		(14,398	)
Partnership outside basis		(1,465	)		(1,562	)
Investment		(411	)		(423	)
Total deferred income tax liabilities	$	(13,890	)	$	(19,864	)
Valuation allowance		(126,927	)		(85,186	)
Net deferred income tax liabilities	$	(574	)	$	(563	)

The Company regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance when it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. In making this assessment, the Company is required to consider all available positive and negative evidence to determine whether, based on such evidence, it is more likely than not that some portion or all of the net deferred tax assets will not be realized in future periods. As of December 31, 2020 and 2019, the Company believed that it is more likely than not that its deferred tax assets in excess of deferred tax liabilities will not be realized. Accordingly, the Company has provided a valuation allowance of $126.9 million and $85.2 million on the Company’s deferred tax assets as of December 31, 2020 and 2019, respectively, with a net change of $41.7 million recorded in current year activities. The net deferred tax liability as of December 31, 2020 principally relates to deferred tax liabilities associated with long-term partnership investments and long-lived intangible assets which are expected to reverse against net operating losses which can only offset 80% of taxable income.

As of December 31, 2020, the Company has federal and state net operating losses of $310.7 million and $246.3 million, respectively. As of December 31, 2019, the Company has federal and state net operating losses of $258.1 million and $215.7 million, respectively. As of December 31, 2020, $233.8 million of the total federal net operating losses are carried forward as indefinite-lived net operating losses. The remaining net operating losses are carried forward and will expire beginning in 2027 if unutilized. Utilization of these operating loss

F-27

carryforwards may be subject to an annual limitation based on changes in ownership, as defined by Section 382 of the Internal Revenue Code of 1986, as amended. $32.3 million and $32.7 million of the Company’s federal and state net operating loss carryforward, respectively, are attributable to prior acquisition transactions and are subject to Section 382 limitations. The Company’s preliminary analysis indicates that none of the acquired net operating loss carryforwards will expire unutilized solely as a result of the Section 382 limitations.

Unrecognized Tax Benefits

As of December 31, 2020, the Company had unrecognized tax benefits of $8.9 million, $7.1 million of which, if recognized, would impact its effective tax rate. As of December 31, 2019, the Company had unrecognized tax benefits of $10.8 million, $9.4 million of which, if recognized, would impact its effective tax rate.

The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands):

	December 31,
	2020			2019
Balance at beginning of the year	$	10,839		$	23,219
Additions related to current year		384			242
Additions related to prior years		565			—
Reductions related to the lapse of applicable statute of limitations		(2,874	)		(12,622	)
Balance at end of the year	$	8,914		$	10,839

As of December 31, 2020, the Company recorded a liability for unrecognized tax benefit of $10.0 million, inclusive of $2.9 million of accrued interest and penalties. As of December 31, 2019, the Company recorded a liability for unrecognized tax benefit of $12.8 million, inclusive of $3.4 million of accrued interest and penalties. As of December 31, 2020 and 2019, $1.8 million and $1.4 million of unrecognized benefits were reflected as a reduction in deferred tax asset balances. The unrecognized tax benefit is subject to a tax indemnification agreement between the prior owners of some of the Company’s California subsidiaries and the Company. Thus, the Company does not bear significant risk for these uncertain tax positions, as any assessment on future tax examinations is expected to be recovered from the prior owners. The indemnification assets are reflected in other assets in the consolidated balance sheets (see Note 7). During the year ended December 31, 2020, due to expiration of the 2015 state statute of limitations, the Company reversed $2.9 million of tax liability, $0.6 million of accrued interest and $0.6 million of accrued penalties on unrecognized tax benefits and realized a tax benefit of $4.1 million attributable to discontinued operations. The tax benefit from the statute expiration was offset by $0.6 million, $0.6 million, and $0.1 million of additional accruals for taxes, interest, and penalties, respectively, on uncertain tax positions during 2020 resulting in a net tax benefit of $2.8 million attributable to discontinued operations. During the year ended December 31, 2019, due to expiration of the 2015 U.S. federal and 2014 state statute of limitations, the Company reversed $12.6 million of tax liability, $1.0 million of accrued interest and $2.5 million of accrued penalties on unrecognized tax benefits and realized a tax benefit of $16.2 million attributable to discontinued operations.

The amount of income taxes the Company pays is subject to ongoing audits. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of the relevant risks, facts, and circumstances existing at the time. However, future results of operations may include favorable or unfavorable adjustments to the estimated tax liabilities in the period the assessments are made or resolved. As of December 31, 2020, the tax years 2016 to 2020 are subject to examination by the Internal Revenue Service (“IRS”) and the tax years 2016 to 2020 are subject to examination by state taxing jurisdictions in which the Company is subject. Currently, the Company’s subsidiary VMG Vantage Medical Group, Inc. (“Vantage”) is being examined by the IRS for the 2016 tax year. The outcome of the 2016 tax examination of Vantage is still

F-28

uncertain. Management believes it has adequate reserves for potential tax exposures associated with all open tax years including the 2016 year currently under examination. It is reasonably possible that during the next 12 months the Company may realize a $10.0 million decrease in its liability for uncertain tax positions, inclusive of $2.9 million related to the reversal of interest and penalties on uncertain tax positions, as a result of closing of the tax years or the resolution of the IRS examination.

For additional discussion regarding income taxes and unrecognized tax benefits related to discontinued operations, see Note 19.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted to provide economic relief to individuals and businesses facing economic hardship as a result of the COVID-19 public health emergency. The CARES Act includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. On June 29, 2020, the California Assembly Bill 85 (California AB 85) was enacted, which suspends the usage of NOLs for taxable years 2020, 2021, and 2022 for taxpayers with taxable income of $1.0 million or more and limits the amount of tax that can be offset by business credits to $5.0 million for tax years 2020, 2021, and 2022. The carryover period for NOL deductions and business credit limitation disallowed by this provision will be extended. On December 27, 2020, the Consolidated Appropriations Act, 2021 was enacted to provide further COVID-19 relief. These changes in tax laws did not have a material impact on the Company’s results of operations for the year ended December 31, 2020. The Company will continue to monitor possible future impact of changes in tax legislation.

NOTE 15. Net Income (Loss) Per Common Share

Basic net income (loss) per common share (“EPS”) is computed based upon the weighted average number of common shares outstanding. Diluted net income (loss) per common share is computed based upon the weighted average number of common shares outstanding plus the impact of common shares issuable from the assumed conversion of stock options, certain performance restricted stock units and unvested restricted stock units. Only those instruments having a dilutive impact on basic loss per share are included in diluted loss per share during the periods presented.

The following table illustrates the computation of basic and diluted EPS (in thousands, except per share amounts):

	Year Ended December 31,
	2020			2019
Numerator
Income (loss) from continuing operations	$	(63,208	)	$	(114,455	)
Income (loss) from discontinued operations		3,156			(168,285	)
Noncontrolling interests’ share in discontinued operations		—			152
Net income (loss) attributable to common stockholders	$	(60,052	)	$	(282,588	)
Denominator
Weighted average shares outstanding, basic and diluted		3,235			2,947
Net income (loss) per share attributable to common stockholders
Net income (loss) per common share from continuing operations, basic and diluted	$	(19.54	)	$	(38.84	)
Net income (loss) per common share from discontinued operations, basic and diluted	$	0.98		$	(57.05	)

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Basic net income (loss) per share is the same as diluted net income (loss) per share for the years ended December 31, 2020 and 2019 as the inclusion of all potential common shares outstanding would have been anti-dilutive. The following table provides the weighted-average potential shares of common stock that were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive (in thousands):

	December 31,
	2020		2019
Stock options—service only condition		236		231
Stock options—market and performance condition		177		151
Restricted stock units		1		2

NOTE 16. Supplemental Cash Flow Information

The following table provides supplemental cash flow information (in thousands):

	Year Ended December 31,
	2020		2019
Supplemental cash flow information:
Interest paid	$	7,086	$	8,038
Income taxes paid (refunded), net		2		26
Supplemental disclosure of non-cash financing activities:
Settlement of stock-based liabilities		1,500		5,000
Settlement of loans receivable with services provided		2,047		—

The following table summarizes cash, cash equivalents and restricted cash equivalents from continuing operations (in thousands):

	December 31,
	2020		2019
Cash and cash equivalents	$	106,795	$	123,633
Restricted cash and equivalents		28,383		15,519
Cash, cash equivalents and restricted cash equivalents	$	135,178	$	139,152

NOTE 17. Variable Interest Entities

Consolidated Variable Interest Entities

agilon health, inc’s consolidated assets and liabilities as of December 31, 2020 and 2019 include certain assets of VIEs that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to agilon health, inc.

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agilon health, inc’s consolidated assets and liabilities include VIE assets and liabilities as follows (in thousands):

	December 31,
	2020		2019
Assets(1)
Cash and cash equivalents	$	93,053	$	23,441
Restricted cash equivalents		25,032		15,519
Receivables, net		136,636		76,442
Prepaid expenses and other current assets, net		5,986		1,708
Property and equipment, net		797		687
Intangible assets, net		8,208		18,388
Other assets, net		13,343		15,188
Assets held for sale and discontinued operations, net		4,825		8,672
Liabilities(1)
Medical claims and related payables		97,146		58,221
Accounts payable and accrued expenses		62,294		36,362
Other liabilities		10,926		13,813
Liabilities held for sale and discontinued operations		3,682		8,219

(1) Assets and liabilities of VIEs presented above include the assets and liabilities of the Company’s independent practice associations in California, which are consolidated VIEs and whose operations are reflected in the consolidated financial statements as discontinued operations.

Risk-Bearing Entities

The Company operates 11 wholly-owned risk-bearing entities (“RBEs”) for the purpose of entering into risk-bearing contracts with payors. Each RBE’s equity at risk is considered insufficient to finance its activities without additional support, and, therefore, each RBE is considered a VIE. The Company consolidates the RBEs as it has determined that it is the primary beneficiary because it has: (i) the ability to control the activities that most significantly impact the VIEs’ economic performance; and (ii) the obligation to absorb losses or right to receive benefits that could potentially be significant to the RBEs. Specifically, the Company has the unilateral ability and authority, through the RBE governance and management agreements, to make significant decisions about strategic and operating activities of the RBEs, including negotiating and entering into risk-bearing contracts with payors and approving the RBEs’ annual operating budget. The Company also has the obligation to fund losses of the RBEs and the right to receive a significant percentage of any financial surplus generated by the RBEs. The assets of the RBEs primarily consist of cash and cash equivalents, receivables, net, intangibles, net, and other assets; its obligations primarily consist of medical claims and related payables as well as operating expenses of the RBEs (accounts payable and accrued expenses), including incentive obligations to the Company’s physician partners. Assets generated by the RBEs (primarily from medical services revenues) may only be used to settle their contractual obligations (primarily from medical expenses).

Subsequent Events

On February 18, 2021, the Company executed the 2021 Credit Facilities, which are guaranteed by certain of the Company’s subsidiaries, including those identified as VIEs (see Note 10).

Unconsolidated Variable Interest Entities

As of December 31, 2020 and 2019, the Company had two equity method investments which were deemed to be VIEs. The Company has determined that it is not the primary beneficiary of and therefore does not

F-31

consolidate the VIEs because it does not have the ability to control the activities that most significantly impact their economic performance. As of December 31, 2020 and 2019, the carrying amount of the investments of the VIEs was $8.5 million and $6.2 million, which approximates the maximum loss exposure as a result of the Company’s involvement with the VIEs.

NOTE 18. Related Party Transactions

Significant Stockholders

The Company maintains a consulting agreement with CD&R, for which it pays advisory consulting fees on a quarterly basis. For both the years ended December 31, 2020 and 2019, the Company paid $1.5 million to CD&R in advisory consulting fees, in addition to certain expense reimbursements. These are recorded in general and administrative expense in the accompanying consolidated statements of operations. As of December 31, 2020 and 2019, the Company had an outstanding payable to CD&R of $0.4 million and $0.1 million, respectively.

Morgan Stanley Investment Management, Inc. and Capital Research and Management Company advise funds that own in aggregate five percent or greater of the Company’s common stock. All funds affiliated with Morgan Stanley Investment Management, Inc. and Capital Research and Management Company are considered related parties. See Note 12 for details on the issuances of contingently redeemable common stock.

Unsecured Debt

See Note 10 for details on the issuance of unsecured debt to a fund affiliated with CD&R.

Equity Method Investment

For the years ended December 31, 2020 and 2019, the Company incurred expenses of $6.7 million and $5.7 million, respectively for provider services delivered by Population Health, LLC, which is accounted for under the equity method based on 49% equity ownership interest held by the Company. As of both December 31, 2020 and 2019, the Company had an outstanding payable to Population Health, LLC of $1.1 million.

NOTE 19. Discontinued Operations

Discontinued operations is a component of an entity that has either been disposed of or is deemed held-for-sale and, (i) the operations and cash flows of the component have been or will be eliminated from ongoing operations as a result of the disposal transaction, and (ii) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

During 2020, the Company implemented a plan to divest its California operations, which included the entirety of its Medicaid line of business, via three separate transactions with different parties. In August 2020, the Company disposed of its Southern California operations for a gross sales price of $2.5 million and recognized a gain on sale of $1.3 million. In October 2020, the Company disposed of its Fresno, California operations for a gross sales price of $26.0 million and recognized a gain on sale of approximately $19.1 million. The Company retained the working capital of both disposal groups and therefore such working capital accounts are not presented as assets and liabilities related to discontinued operations in the consolidated balance sheets. In December 2020, the Company signed a definitive agreement to sell its remaining California operations for a gross sales price of $1.0 million. The sale closed in February 2021.

The Company’s decision to exit California and the Medicaid line of business represents a strategic shift that will have a major effect on its operations and financial results. As such, the Company’s California operations are reflected in the consolidated financial statements as discontinued operations. Net income (loss) from discontinued operations for the year ended December 31, 2020 includes $3.7 million of severance related to the sale of the Company’s California operations.

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The following is a summary of the assets and liabilities related to discontinued operations (in thousands):

	December 31,
	2020		2019
ASSETS
Current assets:
Cash and cash equivalents	$	3,917	$	6,460
Receivables		908		2,350
Total current assets		4,825		8,810
Intangible assets, net		—		3,930
Other assets, net		—		214
Total assets	$	4,825	$	12,954
LIABILITIES
Current liabilities:
Medical claims and related payables	$	1,293	$	1,073
Accounts payable and accrued expenses		2,389		7,236
Total current liabilities		3,682		8,309
Noncurrent liabilities		—		120
Total liabilities		3,682		8,429
Net assets	$	1,143	$	4,525

The results of discontinued operations are as follows (in thousands):

	Year Ended December 31,
	2020			2019
Revenues:
Medical services revenue	$	155,108		$	209,799
Other operating revenue		188			127
Total revenues		155,296			209,926
Expenses:
Medical services expense		84,189			123,850
Other medical expenses		57,546			79,423
General and administrative		30,341			47,413
Depreciation and amortization		568			29,160
Impairments (recoveries)		—			98,343
Income (loss) from operations		(17,348	)		(168,263	)
Other income (expense), net		(2,351	)		(15,177	)
Gain (loss) on sales of assets, net		20,401			—
Interest expense		(350	)		(1,011	)
Income (loss) before income taxes and noncontrolling interests		352			(184,451	)
Income tax benefit (expense)		2,804			16,166
Net income (loss) from discontinued operations		3,156			(168,285	)
Noncontrolling interests’ share of earnings		—			152
Net income (loss) from discontinued operations attributable to common shares	$	3,156		$	(168,133	)

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The following table provides significant non-cash operating items for discontinued operations that are included in the consolidated statements of cash flows (in thousands):

	Year Ended December 31,
	2020			2019
Non-cash operating activities from discontinued operations:
Depreciation and amortization	$	568		$	29,160
Stock-based compensation expense		217			829
Deferred income taxes and uncertain tax positions		(2,809	)		(16,177	)
Release of indemnification assets		3,475			19,219
Impairments		—			98,343
Other non-cash items		(1,212	)		(4,042	)

Intangible Assets

Due to the continued deterioration in the performance of the California reporting unit, in the fourth quarter of 2019, the Company initiated a process to evaluate strategic alternatives for its California operations, including a sale or abandonment of all or substantially all of such operations. The Company therefore performed an assessment of the long-lived assets in the California reporting unit for impairment and determined that the carrying value of certain of those assets was not recoverable. Accordingly, the Company wrote-down such assets to fair value, resulting in the recognition of a $98.3 million impairment charge in discontinued operations for the year ended December 31, 2019.

To estimate the fair value, the Company considered both an orderly liquidation approach and an income approach. An orderly liquidation value is the amount that could be realized from a liquidation sale, given a reasonable period of time to find a purchaser (or purchasers), selling the asset in the existing condition where it is located, and assuming the highest and best use of the asset by market participants. The Company’s valuation includes inputs that are unobservable and are therefore considered Level 3 inputs in the fair value hierarchy.

Included in amortization expense for the year ended December 31, 2019 is additional amortization of $21.4 million due to a reduction in the useful life of an intangible asset that the Company ceased using in 2019.

Indemnification Assets

Indemnification assets have been established to offset certain pre-closing liabilities for which the prior owners of some of the Company’s California subsidiaries are obligated to indemnify the Company. The Company deems the amounts receivable under the indemnification agreements to be fully collectible should indemnification claims arise and, as such, a valuation allowance is not deemed necessary. During the years ended December 31, 2020 and 2019, the Company released $2.8 million and $19.2 million, respectively, of indemnification assets in discontinued operations in the consolidated statements of operations as the corresponding pre-closing liabilities were released as a result of closing certain tax years (see below).

Unrecognized Tax Benefits

As of December 31, 2020, the Company has recorded a liability for unrecognized tax benefits of $10.0 million, inclusive of accrued interest and penalties on unrecognized tax benefits. The liability, if reversed, would result in a tax benefit attributable to continuing operations. During the year ended December 31, 2020, due to expiration of the 2015 state statute of limitations, the Company reversed $2.9 million of tax liability, $0.6 million of accrued interest and $0.6 million of accrued penalties on unrecognized tax benefits and realized a tax benefit of $4.1 million attributable to discontinued operations. The tax benefit from the statute expiration was

F-34

offset by $0.6 million, $0.6 million, and $0.1 million of additional accruals for taxes, interest, and penalties, respectively, on uncertain tax positions during 2020 resulting in a net tax benefit of $2.8 million.

As of December 31, 2019, the Company has recorded a liability for unrecognized tax benefits of $12.8 million, inclusive of accrued interest and penalties on unrecognized tax benefits. The liability, if reversed, would result in a tax benefit attributable to discontinued operations. During the year ended December 31, 2019, due to expiration of the 2015 U.S. federal and 2014 state statute of limitations, the Company reversed $12.6 million of tax liability, $1.0 million of accrued interest and $2.5 million of accrued penalties on unrecognized tax benefits and realized a tax benefit of $16.2 million attributable to discontinued operations.

Compliance Requirements

In February 2018, the Company voluntarily disclosed to the California Department of Managed Health Care (“DMHC”) and its contracting payors, certain noncompliant practices in the Company’s claims and utilization management operations. Commencing in early 2018, the Company took action to remediate all identified exceptions in order to bring such operations into full compliance with the requirements of the DMHC and its payors. On December 10, 2019, the DMHC, Office of Financial Review, corresponded with the Company’s Claims and Compliance departments seeking an acknowledgment letter from the Company’s California affiliated independent practice associations (“California IPAs”) regarding certain audit deficiencies covering the period December 1, 2018 through February 28, 2019. On December 17, 2019, the Company responded to the request stating that it did not materially dispute the DMHC’s findings. It further stated, among other things, that the California IPAs had implemented corrective action to remediate substantially all known deficiencies identified by the DMHC’s audit findings. On March 9, 2021, the Company received a set of investigative interrogatories from the DMHC pursuant to its investigation of the Company’s claims and utilization management practices, including information regarding the payors affected thereby. The Company is cooperating with the DMHC to provide all requested information. While the Company has divested all of its California operations as of February 2021, the Company retains certain liabilities stemming therefrom. The Company is unable to predict the outcome of this matter or reasonably estimate the amount of any adverse impact on the Company’s consolidated financial position, operations, or cash flows resulting from the DMHC’s audit findings, if any.

NOTE 20. Subsequent Events

The Company has evaluated subsequent events through March 18, 2021, the date on which these consolidated financial statements were issued.

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Item 16. Exhibits and Financial Statement Schedules

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

agilon health, inc.

(Parent Company Only)

CONDENSED BALANCE SHEETS

(in thousands, except per share data)

	December 31,
	2020			2019
ASSETS
Investment in wholly owned subsidiary	$	24,770		$	50,472
Total assets	$	24,770		$	50,472
LIABILITIES, CONTINGENTLY REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Accounts payable and accrued expenses	$	—		$	1,500
Total liabilities		—			1,500
Contingently redeemable common stock, 762 and 699 shares issued and outstanding, respectively		309,500			281,000
Stockholders’ equity (deficit):
Common stock, $0.01 par value: 5,000 shares authorized; 2,494 and 2,466 shares issued and outstanding, respectively		25			25
Additional paid-in capital		266,435			259,085
Accumulated deficit		(551,190	)		(491,138	)
Total stockholders’ equity (deficit)		(284,730	)		(232,028	)
Total liabilities, contingently redeemable common stock and stockholders’ equity (deficit)	$	24,770		$	50,472

See accompanying Notes to the Condensed Financial Statements.

F-36

agilon health, inc.

(Parent Company Only)

CONDENSED STATEMENTS OF OPERATIONS

(in thousands)

	Year Ended December 31,
	2020			2019
Equity in net income (loss) of subsidiary	$	(60,052	)	$	(282,588	)
Net income (loss) attributable to common shares	$	(60,052	)	$	(282,588	)

See accompanying Notes to the Condensed Financial Statements.

F-37

agilon health, inc.

(Parent Company Only)

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1. Description of agilon health, inc.

agilon health, inc., formerly Agilon Health Topco, Inc., (“Parent”) was incorporated in Delaware and indirectly owns 100% of the equity interest in agilon health management, inc. (“agilon”). Parent has no significant operations or assets other than its indirect ownership of the equity of agilon. Accordingly, Parent is dependent upon distributions from agilon to fund its obligations. However, under the terms of the agreements governing agilon’s borrowings, agilon’s ability to pay dividends or lend to Parent is restricted. While certain exceptions to the paying of dividends or lending funds restrictions exist, these restrictions have resulted in the restricted net assets (as defined in Rule 4-08(e)(3) of Regulation S-X) of Parent’s subsidiaries exceeding 25% of the consolidated net assets of Parent and its subsidiaries. agilon has no obligation to pay dividends to Parent.

Condensed statements of cash flows have not been presented, as agilon health, inc. did not have any cash as of, or for the years ended December 31, 2020 and 2019; see Note 3 for issuance of common stock.

NOTE 2. Basis of Presentation

The accompanying condensed Parent-only financial statements include the amounts of Parent and its investment in agilon under the equity method, and do not present the financial statements of Parent and agilon on a consolidated basis. Under the equity method, Parent’s investment in agilon is stated at cost plus contributions and equity in undistributed income (loss) of agilon less distributions received since the date of acquisition.

These condensed Parent-only financial statements have been prepared using the same accounting principles and policies described in the notes to the agilon health, inc. consolidated financial statements, with the only exception being that Parent accounts for its subsidiaries using the equity method. These condensed Parent-only financial statements should be read in conjunction with the agilon health, inc. consolidated financial statements and their accompanying notes.

NOTE 3. Equity

A discussion of Parent’s contingently redeemable common stock and stockholders’ equity activities for the years ended December 31, 202 and 2019 can be found in Note 12 in “Notes to the Consolidated Financial Statements” of the consolidated financial statements of agilon health, inc.

There were no cash dividends paid to Parent from agilon’s consolidated subsidiaries for the years ended December 31, 2020 and 2019.

Supplemental Cash Flow Information

In August 2020, $1.5 million in Parent’s common stock was used to settle incentive compensation obligations from 2019. In April 2019, $5.0 million in Parent’s common stock was used to settle incentive compensation obligations from 2018. As of December 31, 2019, the incentive compensation was recorded in accounts payable and accrued expenses.

NOTE 4. Stock Incentive Plan

A discussion of Parent’s Stock Incentive Plan for the years ended December 31, 2020 and 2019 can be found in Note 13 in the section, “Notes to the Consolidated Financial Statements” of the consolidated financial statements of agilon health, inc.

F-38

            Shares

agilon health, inc.

Common Stock

J.P. Morgan

Goldman Sachs & Co. LLC

BofA Securities

Deutsche Bank Securities

Wells Fargo Securities

William Blair

Truist Securities

Nomura

                , 2021

Through and including                 , 2021 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses payable by us in connection with the sale and distribution of the securities registered hereby, other than underwriting discounts or commissions. All amounts are estimates except for the SEC registration fee and the FINRA filing fee.

SEC Registration Fee	$	10,910
FINRA Filing Fee		15,500
Listing Fee		*
Printing Fees and Expenses		*
Accounting Fees and Expenses		*
Legal Fees and Expenses		*
Blue Sky Fees and Expenses		*
Transfer Agent Fees and Expenses		*
Miscellaneous		*
Total	$	*

* To be filed by amendment.

Item 14. Indemnification of Directors and Officers.

Indemnification Agreements

We are a party to the Indemnification Agreement with the CD&R Investor, the CD&R Funds and CD&R, pursuant to which we indemnify the CD&R Investor, the CD&R Funds and CD&R and each of their respective affiliates, successors, assigns, directors, officers, partners, members, employees, agents, advisors, consultants, representatives and controlling persons, against certain liabilities arising out of performance of the consulting agreements and any transaction fee agreements and certain other claims and liabilities, including liabilities arising out of financing arrangements and securities offerings. Our indemnification obligations under the Indemnification Agreement are primary to any similar rights to which any indemnitee may be entitled under any other agreement or document.

We are a party to indemnification agreements with our directors. The indemnification agreements provide the directors with contractual rights to indemnification and expense advancement.

Directors’ and Officers’ Liability Insurance

Prior to the completion of this offering, we will obtain directors’ and officers’ liability insurance which insures against certain liabilities that our directors and officers and the directors and officers of our subsidiaries may, in such capacities, incur.

Item 15. Recent Sales of Unregistered Securities.

The following sets forth information regarding all unregistered securities sold within the past three years.

Sales of Common Stock

In November 2018 and January 2019, we sold an aggregate of 462,769 shares of Common Stock to accredited investors at a purchase price per share of $378.16 for an aggregate price of $175,000,725.04. In April 2019, we issued an aggregate of 13,222 shares of Common Stock to an accredited investor partner to settle

II-1

provider incentive liabilities, which stock was valued at a price per share of $378.16 for an aggregate price of $5,000,032. In November and December 2019, and January, February and March 2020, we sold an aggregate of 299,244 shares of Common Stock to accredited investors at a purchase price per share of $449.46 for an aggregate price of $134,498,208.24. In August 2020, we issued an aggregate of 3,338 shares of Common Stock to an accredited investor partner to settle provider incentive liabilities, which stock was valued at a price per share of $449.46 for an aggregate price of $1,500,297. Between March 2018 and February 2021, we entered into partner physician group equity agreements pursuant to which our anchor physician partners are entitled to receive shares of Common Stock conditioned on completion of this offering with a total value of approximately $269 million.

The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (“Section 4(a)(2)”) as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof. Each of the recipients of securities in these transactions was an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act.

Plan-Related Issuances

In December 2017, March 2018, and May, June and September 2020 and January 2021 we sold an aggregate of 24,430 shares of Common Stock, including exercises of stock options, to our officers, directors and other employees in connection with our Stock Incentive Plan at a purchase price per share of $100 for an aggregate price of $2,443,000. In June and July 2020 we sold an aggregate of 12,346 shares of Common Stock to our officers and directors in connection with our Stock Incentive Plan at a purchase price per share of $449.46 for an aggregate price of $5,549,033. In September 2020, we issued 3,368 shares in respect of a cashless net exercise of stock options under the Stock Incentive Plan for no proceeds.

The offers, sales and issuances of the securities described above were deemed to be exempt from registration either under the Securities Act, in that the transactions were under compensatory benefit plans and contracts relating to compensation, or under Section 4(a)(2) in that the transactions were between an issuer and members of its senior executive management and did not involve any public offering within the meaning of Section 4(a)(2). The recipients of such securities were our officers, employees and directors and received the securities under our equity incentive plans.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

Note Regarding Reliance on Statements in Our Contracts: In reviewing the agreements included as exhibits to this Registration Statement on Form S-1, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about agilon health, its subsidiaries or affiliates, or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and (i) should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; (iii) may apply standards of materiality in a way that is different from what may be viewed as material to investors; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about agilon health, its subsidiaries and affiliates may be found elsewhere in this Registration Statement on Form S-1.

II-2

Exhibit Number	Exhibit Description
1.1#	Form of Underwriting Agreement.
3.1#	Amended and Restated Certificate of Incorporation of agilon health.
3.2#	Amended and Restated By-laws of agilon health.
4.1#	Form of Common Stock Certificate.
5.1#	Opinion of Debevoise & Plimpton LLP.
10.1*	Credit Agreement, dated as of February 18, 2021, by and among agilon management, Agilon Health Intermediate Holdings, Inc., the Lenders party thereto, the Issuers party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and JPMorgan Chase Bank, N.A., Bank of America, N.A., Wells Fargo Securities, LLC. Deutsche Bank Securities Inc. and Nomura Securities International, Inc., as joint lead arrangers and joint bookrunners (as amended by the First Amendment to Credit Agreement dated as of March 1, 2021).
10.1.1*	First Amendment to Credit Agreement, dated as of March 1, 2021, by and between agilon management, inc., and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.2†*	Employment Agreement, dated as of May 4, 2020, by and among Steven J. Sell, agilon health and agilon management.
10.3†*	Employment Agreement, dated as of April 20, 2017, by and among Lisa Dombro, Agilon Health Holdings, Inc. and agilon management.
10.3.1†*	First Amendment to Employment Agreement, dated as of July 1, 2020, by and among Lisa Dombro, Agilon Health Holdings, Inc. and agilon management.
10.4†*	Employment Agreement, dated as of December 5, 2019, by and between Benjamin Kornitzer and agilon management.
10.5†*	Employment Agreement, dated as of January 11, 2021, by and between Timothy Bensley and agilon management.
10.6†*+	Separation Agreement, dated as of May 22, 2020, by and between Ronald J. Kuerbitz and Agilon Health Holdings, Inc.
10.7†*	Amended and Restated agilon health Stock Incentive Plan, dated as of April 27, 2017.
10.8†*	Indemnification Agreement between agilon health and Steven J. Sell (and Schedule to Exhibit 10.8).
10.9*	Indemnification Agreement, dated as of July  1, 2016, by and among Agilon Health Holdings, Inc., Agilon Health Intermediate Holdings, Inc., agilon management, Primary Provider Management Co., Inc., CD&R Vector Holdings, L.P., Clayton, Dubilier  & Rice Fund IX, L.P., Clayton, Dubilier & Rice Fund IX-A, L.P., CD&R Advisor Fund IX, L.P. and Clayton, Dubilier & Rice LLC.
10.10*	Consulting Agreement, dated July 1, 2016, by and between Agilon Health Holdings, Inc., Primary Provider Management Co., Inc. and Clayton, Dubilier & Rice, LLC.
10.11#	Form of Consulting Agreement Termination Agreement.
10.12#	Form of Stockholders Agreement.
10.13*	Amended and Restated Stockholders’ Agreement, dated as of November 29, 2019, by and among agilon health, CD&R Vector Holdings, L.P., and the stockholders party thereto.
10.13.1*	First Amendment to Amended and Restated Stockholders’ Agreement, dated as of December 19, 2019, by and among agilon health and CD&R Vector Holdings, L.P.
10.13.2*	Second Amendment to Amended and Restated Stockholders’ Agreement, dated as of December 27, 2019, by and among agilon health and CD&R Vector Holdings, L.P.

II-3

Exhibit Number	Exhibit Description
10.13.3*	Third Amendment to Amended and Restated Stockholders’ Agreement, dated as of December 31, 2019, by and among agilon health and CD&R Vector Holdings, L.P.
10.13.4*	Fourth Amendment to Amended and Restated Stockholders’ Agreement, dated as of January 30, 2020, by and among agilon health and CD&R Vector Holdings, L.P.
10.13.5*	Fifth Amendment to Amended and Restated Stockholders’ Agreement, dated as of February 18, 2020, by and among agilon health and CD&R Vector Holdings, L.P.
10.13.6*	Sixth Amendment to Amended and Restated Stockholders’ Agreement, dated as of March 4, 2020, by and among agilon health and CD&R Vector Holdings, L.P.
10.14#	Form of Registration Rights Agreement, by and between agilon health and CD&R Vector Holdings, L.P.
10.15*	Registration Rights Agreement, dated as of November  7, 2018, by and among agilon health and each of the investors listed on the schedule thereto, each acting by and through one of Morgan Stanley Investment Management Inc. or Morgan Stanley Investment Management Ltd, as agent and investment adviser.
10.16*	Registration Rights Agreement, dated as of January 4, 2019, by and among agilon health and each of the investors listed on the schedule thereto.
10.16.1*	First Amendment to Registration Rights Agreement, dated as of March 4, 2020, by and among agilon health and each entity listed on Schedule A to the Registration Rights Agreement.
10.16.2*	Second Amendment to Registration Rights Agreement, dated as of July 7, 2020, by and between agilon health and each entity listed on Schedule A to the Registration Rights Agreement.
10.17*	Investment Agreement, dated as of November  7, 2018, by and among agilon health and each of entity listed on the exhibit thereto, each acting by and through one of Morgan Stanley Investment Management Inc. or Morgan Stanley Investment Management Ltd, as agent and investment adviser.
10.17.1*	First Amendment to Investment Agreement, dated as of October  21, 2020, by and among agilon health and each entity listed on the exhibit attached thereto, each acting by and through one of Morgan Stanley Investment Management Inc. or Morgan Stanley Investment Management Ltd., as agent and investment adviser.
10.18*	Investment Agreement, dated as of January 4, 2019, by and among agilon health and each entity listed on the exhibit thereto.
10.18.1*	First Amendment to Investment Agreement, dated as of October 5, 2020, by and among agilon health, The New Economy Fund and SMALLCAP World Fund, Inc.
10.19*	Investment Agreement, dated as of March 4, 2020, by and among agilon health and each entity listed on the exhibit thereto.
21.1*	List of Subsidiaries of agilon health as of March 1, 2021.
23.1*	Consent of Independent Registered Public Accounting Firm.
23.2#	Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1 hereto).
24.1*	Powers of Attorney (contained on signature pages to the Registration Statement on Form S-1).

^*  Filed herewith.

^†  Identifies each management contract or compensatory plan or arrangement.

# To be filed by amendment.

⁺  Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

II-4

(b) Financial Statement Schedules:

Schedule I—Condensed Financial Information of Registrant is included in the Registration Statement beginning on page F-36.

Item 17. Undertakings.

(a) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(b) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Long Beach, State of California on March 18, 2021.

agilon health, inc.
By:	/s/ Steven J. Sell
Name:	Steven J. Sell
Title:	Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven J. Sell, Timothy S. Bensley and Theodore Halkias, and each of them, his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments and registration statements filed pursuant to Rule 462(b) and otherwise, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed on March 18, 2021 by the following persons in the capacities indicated.

Signature	Title
/s/ Steven J. Sell Steven J. Sell	Chief Executive Officer, President, Director (Principal Executive Officer)
/s/ Timothy S. Bensley Timothy S. Bensley	Chief Financial Officer (Principal Financial Officer)
/s/ Glenn Sobotka Glenn Sobotka	Chief Accounting Officer (Principal Accounting Officer)
/s/Michelle A. Gourdine, M.D. Michelle A. Gourdine, M.D.	Director
/s/ Sharad Mansukani, M.D. Sharad Mansukani, M.D.	Director
/s/ Clay Richards Clay Richards	Director
/s/ Ravi Sachdev Ravi Sachdev	Director
/s/ Richard J. Schnall Richard J. Schnall	Director

II-6

Signature	Title
/s/ Michael Smith Michael Smith	Director
/s/ Derek L. Strum Derek L. Strum	Director
/s/ Ron Williams Ron Williams	Director
/s/ William Wulf, M.D. William Wulf, M.D.	Director

II-7

EX-10.1

Exhibit 10.1

EXECUTION VERSION

CREDIT AGREEMENT

Dated as of February 18, 2021

among

AGILON HEALTH, INC.,

as Borrower

AGILON HEALTH INTERMEDIATE HOLDINGS, INC.,

as Holdings

THE LENDERS AND ISSUERS PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

and

JPMORGAN CHASE BANK, N.A.

BANK OF AMERICA, N.A.

WELLS FARGO SECURITIES, LLC

DEUTSCHE BANK SECURITIES INC.

NOMURA SECURITIES INTERNATIONAL, INC.

as Joint Lead Arrangers and Joint Bookrunners

ARTICLE I DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS		1
Section 1.1	Defined Terms	1
Section 1.2	Computation of Time Periods	61
Section 1.3	Accounting Terms and Principles	61
Section 1.4	Certain Terms	65
Section 1.5	Loan Document Definitions	67
ARTICLE II THE FACILITIES		67
Section 2.1	The Initial Commitments	67
Section 2.2	Borrowing Procedures	67
Section 2.3	[Reserved]	69
Section 2.4	Letters of Credit	69
Section 2.5	Reduction and Termination of the Revolving Credit Commitments	74
Section 2.6	Repayment of Loans	74
Section 2.7	Evidence of Debt	74
Section 2.8	Optional Prepayments	75
Section 2.9	Mandatory Prepayments	84
Section 2.10	Interest	87
Section 2.11	Conversion/Continuation Option	88
Section 2.12	Fees	88
Section 2.13	Payments and Computations	90
Section 2.14	Special Provisions Governing LIBO Rate Loans	92
Section 2.15	Capital Adequacy	94
Section 2.16	Taxes	95
Section 2.17	Mitigation and Substitution of Lenders	100
Section 2.18	[Reserved]	101
Section 2.19	Cash Collateral	101
Section 2.20	Defaulting Lender	102
Section 2.21	Incremental Facilities	105
Section 2.22	Extension of Term Loans and Revolving Credit Commitments	107
Section 2.23	Permitted Debt Exchanges	110
Section 2.24	Specified Refinancing Facilities	112
ARTICLE III CONDITIONS TO LOANS AND LETTERS OF CREDIT		114
Section 3.1	Conditions Precedent to Initial Term Loans	114
Section 3.2	Conditions Precedent to Each Loan and Letter of Credit	117
Section 3.3	Determinations of Initial Borrowing Conditions	117
Section 3.4	Additional Conditions to Issuances	118
ARTICLE IV REPRESENTATIONS AND WARRANTIES		118
Section 4.1	Organization, Good Standing, Power, Etc	118
Section 4.2	Capitalization of the Loan Parties	118
Section 4.3	Corporate Power; Authorization; Enforceable Obligations	118
Section 4.4	Financial Statements and Other Information	119
Section 4.5	Material Adverse Effect	119
Section 4.6	Taxes	120

i

Section 4.7	Real Property	120
Section 4.8	[Reserved]	120
Section 4.9	Intellectual Property Rights	121
Section 4.10	Litigation	121
Section 4.11	Compliance with Law; Authorizations	121
Section 4.12	Environmental Matters	122
Section 4.13	Labor Matters	123
Section 4.14	ERISA Matters	123
Section 4.15	Full Disclosure	124
Section 4.16	Use of Proceeds	124
Section 4.17	Margin Regulations	124
Section 4.18	Investment Company Act; Other Regulations	124
Section 4.19	Solvency	125
Section 4.20	Insurance	125
Section 4.21	No Default	125
Section 4.22	Patriot Act	125
Section 4.23	Anti-Corruption Laws and Sanctions	125
ARTICLE V FINANCIAL COVENANT		125
Section 5.1	Maximum Leverage Ratio	125
Section 5.2	[Reserved]	126
Section 5.3	Minimum Liquidity	126
ARTICLE VI REPORTING COVENANTS		126
Section 6.1	Financial Statements	126
Section 6.2	Default Notices	128
Section 6.3	Litigation	128
Section 6.4	[Reserved]	128
Section 6.5	ERISA Matters	128
Section 6.6	Environmental Matters	129
Section 6.7	Other Information	129
ARTICLE VII AFFIRMATIVE COVENANTS		129
Section 7.1	Preservation of Corporate Existence, Etc	129
Section 7.2	Compliance with Laws, Etc	130
Section 7.3	[Reserved]	130
Section 7.4	Payment of Taxes, Etc	130
Section 7.5	Maintenance of Insurance	130
Section 7.6	Access	130
Section 7.7	Keeping of Books	131
Section 7.8	Maintenance of Properties, Etc	131
Section 7.9	Application of Proceeds	131
Section 7.10	Environmental	131
Section 7.11	Additional Collateral and Guaranties	132
Section 7.12	Real Property	134
Section 7.13	[Reserved]	134
Section 7.14	Accounting Changes; Fiscal Year	134
Section 7.15	Lender Calls	134
Section 7.16	Post Closing Matters	135

ii

ARTICLE VIII NEGATIVE COVENANTS		135
Section 8.1	Indebtedness	135
Section 8.2	Liens, Etc	142
Section 8.3	Investments	144
Section 8.4	Sale of Assets	147
Section 8.5	Restricted Payments	149
Section 8.6	Restrictions on Fundamental Changes	151
Section 8.7	Change in Nature of Business	151
Section 8.8	Transactions with Affiliates	152
Section 8.9	Restrictions on Subsidiary Distributions; No New Negative Pledge	153
Section 8.10	[Reserved]	154
Section 8.11	[Reserved]	154
Section 8.12	Payment of Debt; Modification of Debt Agreements	154
ARTICLE IX EVENTS OF DEFAULT		155
Section 9.1	Events of Default	155
Section 9.2	Remedies	158
Section 9.3	Right to Cure	158
Section 9.4	Actions in Respect of Letters of Credit	159
ARTICLE X THE ADMINISTRATIVE AGENT		160
Section 10.1	Authorization and Action	160
Section 10.2	Administrative Agent’s Reliance, Etc	161
Section 10.3	Posting of Approved Electronic Communications	162
Section 10.4	The Administrative Agent Individually	162
Section 10.5	Lender Credit Decision	163
Section 10.6	Indemnification	163
Section 10.7	Successor Administrative Agent	163
Section 10.8	Concerning the Collateral and the Collateral Documents	164
Section 10.9	Collateral Matters Relating to Related Obligations	166
Section 10.10	Additional Indebtedness	167
Section 10.11	Withholding	167
Section 10.12	Proofs of Claim	168
Section 10.13	ERISA Representation	168
ARTICLE XI MISCELLANEOUS		170
Section 11.1	Amendments, Waivers, Etc	170
Section 11.2	Assignments and Participations	174
Section 11.3	Costs and Expenses	185
Section 11.4	Indemnities	186
Section 11.5	[Reserved]	187
Section 11.6	Limitation of Liability	187
Section 11.7	Right of Set-off	187
Section 11.8	Sharing of Payments, Etc	188
Section 11.9	Notices, Etc	188

iii

Section 11.10	No Waiver; Remedies	189
Section 11.11	[Reserved]	189
Section 11.12	Governing Law	189
Section 11.13	Submission to Jurisdiction; Service of Process	190
Section 11.14	Waiver of Jury Trial	190
Section 11.15	Marshaling; Payments Set Aside	190
Section 11.16	Section Titles	191
Section 11.17	Effectiveness; Execution in Counterparts	191
Section 11.18	[Reserved]	191
Section 11.19	[Reserved]	191
Section 11.20	Entire Agreement	191
Section 11.21	Confidentiality	191
Section 11.22	Patriot Act Notice	192
Section 11.23	No Fiduciary Duty	193
Section 11.24	Electronic Execution of Assignments and Certain Other Documents	193
Section 11.25	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	193
Section 11.26	Recognition of U.S. Special Resolution Regime	194

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CREDIT AGREEMENT, dated as of February 18, 2021, among AGILON HEALTH, INC., a Delaware corporation (as further defined in Section 1.1, the “Borrower”), AGILON HEALTH INTERMEDIATE HOLDINGS, INC., a Delaware corporation (as further defined in Section 1.1, “Holdings”), the Lenders (as defined below), the Issuers (as defined below) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent for the Lenders and the Issuers (in such capacity and as further defined in Section 1.1, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity and as further defined in Section 1.1, the “Collateral Agent”), with JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., WELLS FARGO SECURITIES, LLC, DEUTSCHE BANK SECURITIES INC. and NOMURA SECURITIES INTERNATIONAL, INC., as joint lead arrangers and joint bookrunners (in such capacity, the “Joint Lead Arrangers”).

W I T N E S S E T H:

WHEREAS, to consummate the Existing Credit Facilities Refinancing Date Transactions, the Borrower will enter into this Agreement to (i) borrow Initial Dollar Term Loans in an aggregate principal amount of $100,000,000 and (ii) borrow Initial Revolving Loans from time to time prior to the Initial Revolving Maturity Date in an aggregate principal amount of up to $100,000,000; and

WHEREAS, the cash proceeds of the Initial Term Loans and Initial Revolving Loans made on the Closing Date hereunder will be used on or after the Closing Date, inter alia, to consummate the Existing Credit Facilities Refinancing Date Transactions, and to pay fees, premiums and expenses incurred in connection with the Existing Credit Facilities Refinancing Date Transactions.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

Section 1.1 Defined Terms. As used in this Agreement, the following terms have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Acceptable Discount” has the meaning set forth in Section 2.8(c)(iv)(B).

“Acceptable Prepayment Amount” has the meaning set forth in Section 2.8(c)(iv)(C).

“Acceptance and Prepayment Notice” means an irrevocable written notice from a Term Loan Lender accepting a Solicited Discounted Prepayment Offer to make a Discounted Term Loan Prepayment at the Acceptable Discount specified therein pursuant to Section 2.8(c) substantially in the form of Exhibit N.

“Acceptance Date” has the meaning set forth in Section 2.8(c)(iv)(B).

“Accounts Receivable” means a right to receive payment pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay, as determined in accordance with GAAP.

“Acknowledging Party” has the meaning set forth in Section 11.25.

“Additional Lender” has the meaning set forth in Section 2.21(b).

“Additional Specified Refinancing Lender” has the meaning set forth in Section 2.24(b).

“Administrative Agent” has the meaning specified in the preamble to this Agreement; and shall include any successor to the Administrative Agent appointed pursuant to Section 10.7.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Information.

“Affected Lender” has the meaning set forth in Section 2.17(a).

“Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 20% or more of the securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Affiliated Debt Fund” means any Affiliated Lender that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, notes, bonds and similar extensions of credit or securities in the ordinary course, so long as (i) any such Affiliated Lender is managed as to day-to-day matters (but excluding, for the avoidance of doubt, as to strategic direction and similar matters (for the avoidance of doubt, other than investment decisions)) independently from CD&R and any Affiliate of CD&R that is not primarily engaged in the investing activities described above, (ii) any such Affiliated Lender has in place customary information screens between it and CD&R and any Affiliate of CD&R that is not primarily engaged in the investing activities described above, and (iii) no Parent Entity, nor Holdings nor any of its Subsidiaries directs or causes the direction of the investment policies of such entity.

“Affiliated Lender” means any Lender that is a Permitted Affiliated Assignee.

“Affiliated Lender Assignment and Assumption” has the meaning set forth in Section 11.2(l)(i)(A).

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“Agilon Entity” means each of Holdings, Borrower and each of their respective Subsidiaries.

“Agilon Restricted Entity” means each of Holdings, Borrower and each of its Restricted Subsidiaries.

“Agreement” means this Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977.

“Applicable Discount” has the meaning set forth in Section 2.8(c)(iii)(B).

“Applicable Margin” means with respect to (i) Initial Revolving Loans maintained as Base Rate Loans, during the period from the Closing Date to but excluding October 1, 2023, a rate equal to 3.00% per annum, (ii) Initial Revolving Loans maintained as LIBO Rate Loans, during the period from the Closing Date to but excluding October 1, 2023, a rate equal to 4.00% per annum, (iii) Initial Term Loans maintained as Base Rate Loans, a rate equal to 3.00% per annum, (iv) Initial Term Loans maintained as LIBO Rate Loans, a rate equal to 4.00% per annum, (v) Initial Revolving Loans maintained as Base Rate Loans, as of any date of determination on and following October 1, 2023, a rate equal to 2.50% per annum, (vi) Initial Revolving Loans maintained as LIBO Rate Loans, as of any date of determination on and following October 1, 2023, a rate equal to 3.50% per annum, (vii) Initial Term Loans maintained as Base Rate Loans, a rate equal to 2.50% per annum, and (viii) Initial Term Loans maintained as LIBO Rate Loans, a rate equal to 3.50% per annum.

“Applicable Percentage” means, with respect to any Revolving Credit Lender, the percentage of the total Revolving Credit Commitments represented by such Revolving Credit Lender’s Revolving Credit Commitment. If the Revolving Credit Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments.

“Applicable Period” has the meaning set forth in the definition of “Applicable Margin”.

“Applicable Time” has the meaning set forth in Section 11.1(e).

“Applicable Unused Commitment Fee Rate” means during the period from the Closing Date to but excluding October 1, 2023, a rate equal to 0.50% per annum and as of any date of determination on and following October 1, 2023, a rate equal to 0.375% per annum.

“Approved Commercial Bank” means a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000.

“Approved Electronic Communications” means each notice, demand, communication, information, document and other material that any Loan Party is obligated to, or otherwise chooses to, provide to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein, including (a) any supplement to the Guaranty, any joinder to

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the Pledge and Security Agreement and any other written Contractual Obligation delivered or required to be delivered in respect of any Loan Document or the transactions contemplated therein and (b) any Financial Statement, financial and other report, notice, request, certificate and other informational material; provided that “Approved Electronic Communications” shall exclude (i) any Notice of Borrowing, Letter of Credit Request, Notice of Conversion or Continuation, and any other notice, demand, communication, information, document and other material relating to a request for a new, or a conversion of an existing, Borrowing, (ii) any notice pursuant to Section 2.8 and Section 2.9 and any other notice relating to the payment of any principal or other amount due under any Loan Document prior to the scheduled date therefor, (iii) all notices of any Default or Event of Default and (iv) any notice, demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in Article III or Section 2.4(a) or any other condition to any Borrowing or other extension of credit hereunder or any condition precedent to the effectiveness of this Agreement.

“Approved Electronic Platform” has the meaning set forth in Section 10.3(a).

“Approved Fund” means any Fund that is advised, or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or Affiliate of an entity that administers or manages a Lender.

“Arawak Facility” means the credit facility provided by the Credit Agreement, dated as of December 22, 2017, among the Borrower, Holdings and Arawak IX, L.P. (as amended, supplemented, waived or otherwise modified from time to time).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit A.

“Available Amount” means, at any time, an amount equal to the sum, without duplication, of

(a) (i) at any time following a Qualifying Threshold IPO, but prior to October 1, 2023, $5,000,000 or (ii) at any time following a Qualifying Threshold IPO, but on or after October 1, 2023, the greater of $5,000,000 and 1.0% of Consolidated Total Assets;

(b) the aggregate amount of Cumulative Excess Cash Flow at such time;

(c) Declined Amounts;

(d) the aggregate Net Cash Proceeds received by Borrower as capital contributions to Borrower after the Closing Date from Holdings or from the issuance or sale of Stock or Stock Equivalents (other than Disqualified Capital Stock) of Borrower or any Parent Entity after the Closing Date (other than (1) Excluded Contributions, (2) Specified Equity Contributions and (3) any such Stock issued to Management Investors or to directors or employees in connection with compensation arrangements, but only to the extent the purchase of such Stock is financed by loans or advances from Borrower or any of its Restricted Subsidiaries to such Management Investors, directors or employees);

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(e) the aggregate Net Cash Proceeds received by Borrower after the Closing Date from the Disposition of any Investments made using the Available Amount (but not in excess of the original amount of such Investment);

(f) returns, profits, distributions and similar amounts received in cash or Cash Equivalents after the Closing Date on Investments made using the Available Amount (but not in excess of the original amount of such Investment); minus

(g) the sum of the aggregate amount of (1) Restricted Payments made after the Closing Date using the Available Amount pursuant to Section 8.5(c), (2) Investments made using the Available Amount after the Closing Date pursuant to Section 8.3(u) and (3) payments, prepayments, repurchases or redemptions made using the Available Amount after the Closing Date pursuant to Section 8.12(a).

“Available Credit” means, at any time, an amount equal to the then effective aggregate Revolving Credit Commitments minus the Revolving Credit Outstandings at such time.

“Available Excluded Contribution Amount” means, at any time, with respect to (i) payments on Junior Debt, (ii) Investments, the Net Cash Proceeds from Excluded Contributions designated for application to an Investment to be made pursuant to Section 8.3(v) and not yet so applied, and (iii) payments, prepayments, repurchases or redemptions of Indebtedness, the Net Cash Proceeds from Excluded Contributions designated for application to payments, prepayments, repurchases or redemptions to be made pursuant to Section 8.12(a)(ii) and not yet so applied and, in each case with respect to clauses (i) through (iii) above, less the amount of any Restricted Payment pursuant to Section 8.5(j) with respect to any such Excluded Contribution (which such amount, in the case of Excluded Contributions in the form of assets or property, shall equal the Fair Market Value of such contributed assets or property determined at the time of contribution).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time).

“Bankruptcy Proceedings” has the meaning set forth in Section 11.2(l)(iv).

“Base Rate” means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum as of any given day shall be equal to the higher of the following:

(a) the Federal Funds Rate on such day plus 0.50%;

(b) a rate per annum that is equal to the corporate base rate of interest established by the Administrative Agent as its “prime rate” in effect at its principal office in New York City on such day (it being acknowledged that the corporate base rate is not necessarily the lowest rate charged by the Administrative Agent to its customers);

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(c)    the LIBO Rate for an Interest Period of one-month beginning on such day (or if such day is not a Business Day, on the immediately preceding Business Day) (determined as if the relevant Base Rate Loan were a LIBO Rate Loan) plus 1.00%; and

(d) 0%.

“Base Rate Loan” means any Loan during any period in which it bears interest based on the Base Rate.

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Board of Directors” means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the Board of Directors of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided, “Board of Directors” means the Board of Directors of Borrower.

“Borrower” means agilon health, inc., a Delaware corporation, and any successor in interest thereto permitted hereunder.

“Borrower IPO” has the meaning specified in the definition of “Change of Control”.

“Borrower Offer of Specified Discount Prepayment” means the offer by Borrower to make a voluntary prepayment of Term Loans at a specified discount to par pursuant to Section 2.8(c)(ii).

“Borrower Solicitation of Discount Range Prepayment Offers” means the solicitation by Borrower of offers for, and the corresponding acceptance by a Term Loan Lender of a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to Section 2.8(c)(iii).

“Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by Borrower of offers for, and the subsequent acceptance, if any, by a Term Loan Lender of a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.8(c)(iv).

“Borrower’s Accountants” means Ernst & Young LLP or other independent nationally-recognized public accountants.

“Borrowing” means a borrowing by Borrower consisting of Loans made on the same day by the Lenders ratably according to their respective Commitments. A Borrowing may be a Revolving Credit Borrowing or a Term Loan Borrowing.

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“Business Day” means a day of the year on which banks are not required or authorized to close in New York and with respect to all notices (except with respect to general matters not relating directly to funding), determinations and fundings in connection with, and payments of principal and interest on, LIBO Rate Loans, any day which is a day for trading by and between banks in dollar deposits in the interbank eurocurrency market.

“Cal Care Promissory Note” means the promissory note made by Vector Cal Care Parent, Inc. in favor of the Borrower.

“Capital Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under leases evidencing Financing Lease Obligations) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on a consolidated statement of cash flows of the Borrower.

“Captive Insurance Subsidiary” means any Subsidiary of the Borrower that is subject to regulation as an insurance company (or any Subsidiary thereof).

“Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Collateral Account” has the meaning specified in the Pledge and Security Agreement.

“Cash Collateralize” means, (a) to deposit in a Cash Collateral Account or to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Issuers or Revolving Credit Lenders, as collateral for Letter of Credit Obligations or obligations of Revolving Credit Lenders to fund participations in respect of Letter of Credit Obligations, cash or Deposit Account balances or (b) if the Administrative Agent and each applicable Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and each applicable Issuer.

“Cash Equivalents” means (a) securities issued or fully guaranteed or insured by the United States government or any political subdivision, agency or instrumentality thereof, (b) securities issued or fully guaranteed or insured by any state, commonwealth or territory of the United States of America or any political subdivision, agency or instrumentality of any such state, commonwealth or territory having, at the time of acquisition, an investment grade rating from either Standard & Poor’s Financial Services LLC (a division of The McGraw Hill Companies Inc.) or any successor rating agency (“S&P”) or Moody’s Investors Service, Inc. or any successor rating agency (“Moody’s”) (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency), (c) operating Deposit Accounts, time deposits, certificates of deposit or bankers’ acceptances of any (i) Approved Commercial Bank or (ii) Revolving Credit Lender at the time of deposit, (d) commercial paper rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or if at such time neither is issuing ratings, then a comparable rating of such other nationally recognized rating agency as shall be approved by the Administrative Agent in its reasonable judgment), (e) repurchase obligations with terms of not more than seven days for underlying obligations of the types described in clauses (a), (b) and (d) above entered into with any commercial bank that is an Approved Commercial Bank or with securities dealers of recognized national standing,

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(f) investments in money market funds complying with the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities and Exchange Commission under the Investment Company Act and (g) investments similar to any of the foregoing denominated in foreign currencies approved by the Board of Directors; and, with respect to clauses (a), (b), (c), (d) and (e) above only, maturing within twelve months after the date of acquisition.

“Cash Management/Letter of Credit Obligations” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect of (i) cash management services (including treasury, depository, overdraft (daylight and temporary), credit or debit card, electronic funds transfer and other cash management arrangements) or (ii) letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments, in each case, provided or issued by any Cash Management/Letter of Credit Provider, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith to the extent provided for in the documents evidencing such cash management services or instruments, as applicable.

“Cash Management/Letter of Credit Provider” means any Person providing Cash Management/Letter of Credit Obligations to any Loan Party and designated as a Non-Lender Secured Party pursuant to the Pledge and Security Agreement.

“CD&R” means Clayton, Dubilier & Rice, LLC, and any successor in interest thereto, and any successor to its investment management business.

“CD&R Consulting Agreement” means the consulting agreement, dated as of July 1, 2016, among Agilon Health Topco, Inc. (f/k/a CD&R Vector Topco, Inc.), PPMC and CD&R, as in effect on the Closing Date.

“CD&R Fund IX” means Clayton, Dubilier & Rice Fund IX, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto.

“CD&R Group” means collectively, (a) CD&R Fund IX, (b) Clayton, Dubilier & Rice Fund IX-A, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (c) CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto (d) CD&R Advisor Fund IX, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (e) CD&R Investment Associates IX, Ltd., a Cayman Islands exempted company, and any successor in interest thereto, (f) any investment fund or vehicle managed, sponsored or advised by CD&R or any Affiliate thereof, and any Affiliate of or successor to any such investment fund or vehicle, (g) any limited or general partners of, or other investors in, any entity described above or any Affiliate thereof, or any such investment fund or vehicle or (h) any Affiliate of any member of the CD&R Group identified in clauses (a) through (g) of this definition.

“CDD Rule” means the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time).

“CFTC” means the Commodity Futures Trading Commission or any successor to the Commodity Futures Trading Commission.

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“Change in Tax Law” means, with respect to the Administrative Agent, any Lender or any Issuer, any change in treaty, law, regulation, Revenue Ruling, Revenue Procedure or Notice (published in the Internal Revenue Bulletin) in respect of Taxes, in each case, that occurred after such Person became a party to this Agreement (or, if such Person is an intermediary or flow-through entity for U.S. federal income tax purposes, after the relevant beneficiary or member of such Person became such a beneficiary or member, if later).

“Change of Control” means:

(a) prior to a Qualifying IPO, the occurrence of any of the following events: Permitted Holders shall in the aggregate cease to be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of at least a majority of the total voting power of all outstanding Voting Stock of the Relevant Parent Entity; or

(b) following a Qualifying IPO, (x) the Permitted Holders shall in the aggregate be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of less than 35% of the total voting power of all outstanding Voting Stock of the Relevant Parent Entity (or, if there is no Relevant Parent Entity, Borrower) and (y) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, shall be the “beneficial owner”, directly or indirectly, of more than 35% of the total voting power of all outstanding Voting Stock of the Relevant Parent Entity; or

(c) so long as the Stock of the Borrower is not listed on a nationally recognized stock exchange (whether through a Qualifying IPO or otherwise) (any such listing, a “Borrower IPO”), the Relevant Parent Entity shall cease to own and control, directly or indirectly, 100% of the Stock of Borrower.

Notwithstanding anything in this definition to the contrary, “Change of Control” shall not be construed to permit any transaction otherwise prohibited pursuant to the terms of Section 8.6(a).

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders or Term Loan Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments or Term Loan Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Loans or Term Loans.

“Closing Date” means February 18, 2021.

“Code” means the U.S. Internal Revenue Code of 1986, as amended (or any successor legislation thereto).

“Collateral” means all property and interests in property and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a Lien is purported to be granted under any Collateral Document.

“Collateral Agent” has the meaning specified in the preamble to this Agreement; and shall include any successor to the Collateral Agent appointed pursuant to Section 10.7.

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“Collateral Documents” means the Pledge and Security Agreement, the Mortgages (if any), each agreement granting a security interest in a Deposit Account or a Securities Account and any other document, agreement or other instrument executed and delivered by a Loan Party granting a Lien on any of its property to secure payment of the Secured Obligations.

“Combined Affiliate Promissory Notes” means the Cal Care Promissory Note, LAMC Promissory Note and Vantage Promissory Note.

“Commitment” means, with respect to any Lender, such Lender’s Revolving Credit Commitment, if any, and Term Loan Commitment, if any, and “Commitments” means the aggregate Revolving Credit Commitments and Term Loan Commitments of all Lenders.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as in effect from time to time, or any successor statute.

“Compliance Certificate” has the meaning set forth in Section 6.1(c).

“Consolidated Interest Expense” means, for any period, an amount equal to (a) interest expense (accrued and paid or payable in cash for such period, and in any event excluding any amortization or write-off of financing costs) on Indebtedness of Borrower and its Restricted Subsidiaries for such period, minus (b) to the extent included in interest expense, the sum of (i) annual agency fees paid to the Administrative Agent, and (ii) any one time cash costs associated with breakage in respect of Interest Rate Contracts for interest rates, minus (c) interest income (accrued and received or receivable in cash for such period) of Borrower and its Restricted Subsidiaries for such period, in each case determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, for any Person for any period, the net income (or loss) of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in conformity with GAAP.

“Consolidated Total Assets” of any Person means, at any date, the total assets of such Person and its Restricted Subsidiaries at such date determined on a consolidated basis in conformity with GAAP (and, in the case of any determination relating to any incurrence of Indebtedness or Liens or any investment, Restricted Payment or other transaction for which Consolidated Total Assets is measured, on a Pro Forma Basis, including any property or assets being acquired in connection therewith) minus (to the extent included in such total assets) the sum of (a) any minority interest in any Person that would be reflected on a consolidated balance sheet of such Person and its Subsidiaries at such date prepared in conformity with GAAP and (b) any Securities issued by such Person held as treasury securities. Unless otherwise noted, Consolidated Total Assets shall refer to Consolidated Total Assets of the Borrower.

“Consolidated Working Capital” means at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that are or would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower at such date excluding the current portion of current and deferred income taxes over (b) the sum of all amounts that are or would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes.

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“Constituent Documents” means, with respect to any Person, (a) the articles of incorporation, certificate of incorporation or certificate of formation (or the equivalent organizational documents) of such Person, (b) the by-laws or operating agreement (or the equivalent governing documents) of such Person and (c) any document (other than policy or procedural manuals or other similar documents) setting forth the manner of election or duties of the directors or managing members of such Person (if any) and the designation, amount or relative rights, limitations and preferences of any class or series of such Person’s Stock.

“Contaminant” means any material, substance or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including any petroleum or petroleum-derived substance or waste, asbestos and polychlorinated biphenyls.

“Contractual Obligation” of any Person means any provision of any Security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Liability” has the meaning set forth in Section 11.25.

“Cumulative Excess Cash Flow” means the difference (if a positive number) between (a) the cumulative amount, for all then-completed Fiscal Years in which Excess Cash Flow was a positive number commencing with the Fiscal Year ending on December 31, 2022, of Excess Cash Flow and (b) the cumulative amount, for all then-completed Fiscal Years in which Excess Cash Flow was a positive number commencing with the Fiscal Year ending on December 31, 2022, of Excess Cash Flow required to be applied to prepay Term Loans pursuant to Section 2.9(b) (including any amounts that would have been required to be applied to prepay Term Loans pursuant to Section 2.9(b) if such amounts were calculated without giving effect to any reductions pursuant to clause (ii) thereunder).

“Cure Deadline” has the meaning set forth in Section 9.3.

“Customary Permitted Liens” means, with respect to any Person, any of the following Liens:

(a) Liens with respect to taxes, assessments and similar charges in each case that are not yet delinquent or the nonpayment of which in the aggregate would not reasonably be expected to have a material adverse effect on the Agilon Entities taken as a whole or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;

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(b) Liens: (i) of landlords or mortgagees of landlords arising by statute and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other liens imposed by law created in the ordinary course of business for amounts not overdue for a period of more than 60 days, or that are bonded, or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (ii) placed by landlords, developers or other third parties on real property leased by any Agilon Restricted Entity and any subordination or similar agreements relating thereto; and (iii) in favor of financial institutions encumbering deposits or other amounts (including the right of set-off) which are within the general parameters customary in the banking industry;

(c) deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits or other insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements);

(d) encumbrances arising by reason of zoning restrictions, easements, reservations, covenants, rights-of-way, utility easements, encroachments, building restrictions and other similar encumbrances on the use of real property that do not, in the aggregate over all such encumbrances, materially detract from the value of such real property or materially interfere with the ordinary conduct of the business presently conducted by any Agilon Restricted Entity at such real property;

(e) encumbrances arising under leases, subleases, licenses or sub-licenses of real property that do not, in the aggregate over all such encumbrances, materially detract from the value of such real property or materially interfere with the ordinary conduct of the business presently conducted by any Agilon Restricted Entity at such real property;

(f) financing statements with respect to a lessor’s rights in and to personal property leased to such Person under operating leases in the ordinary course of such Person’s business;

(g) Liens, pledges or deposits securing (i) the performance of bids, tenders, leases or contracts (other than for the repayment of borrowed money) or leases to which such Person is a party as lessee made in the ordinary course of business, (ii) indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money), (iii) public or statutory obligations or surety, custom or appeal bonds or (iv) indemnity, performance or other similar bonds in the ordinary course of business;

(h) Liens arising by reason of any judgment, decree or order of any court or other Governmental Authority, unless the judgment, decree or order it secures has not, within 30 days after entry of such judgment, been discharged or execution stayed pending appeal, or has not been discharged within 30 days after the expiration of any such stay;

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(i) Liens existing on real property at the time of the acquisition thereof by Borrower or any of its Restricted Subsidiaries that do not materially detract from the value of such real property or materially interfere with the ordinary conduct of the business conducted at such real property at the time of the acquisition thereof by Borrower or any of its Restricted Subsidiaries or extend to or cover any real property of Borrower or such Restricted Subsidiary other than the real property being acquired (plus improvements, accessions, proceeds, dividends or distributions in respect thereof); and

(j) Liens on goods in favor of customs and revenue authorities arising as a matter of law to secure customs duties in connection with the importation of such goods.

“Cured Default” has the meaning set forth in Section 1.4(a).

“Declined Amount” has the meaning set forth in Section 2.9(d).

“Default” means any event that, with the passing of time or the giving of notice or both, would become an Event of Default.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. § 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means, subject to Section 2.20(d), any Lender that (a) has failed to (i) fund all or any portion of its Revolving Loans within two Business Days of the date such Revolving Loans were required to be funded hereunder, or (ii) pay to the Administrative Agent, any Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (b) has notified Borrower, the Administrative Agent or any Issuer in writing that it does not intend to comply with its funding obligations hereunder, (c) has failed, within five Business Days after written request by the Administrative Agent or Borrower, to confirm in writing to the Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and Borrower), (d) has or has a Parent Company that has, other than via an Undisclosed Administration (i) become the subject of a Bankruptcy Proceeding, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any Parent Company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender or (e) has become the subject of a Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.20(d)) upon delivery of written notice of such determination to Borrower, each Issuer and each Lender.

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“Deposit Account” has the meaning specified in the UCC. “Deposit Account” includes all money or deposits in a Deposit Account and all certificates, instruments, if any, held or credited to such Deposit Account.

“Designated CD&R Agreements” means the CD&R Consulting Agreement and those agreements listed on Schedule 1.1(a) attached hereto, in each case as in effect on the Closing Date.

“Designation Date” has the meaning set forth in Section 2.22(f).

“Determination Date” means, with respect to any Letter of Credit, the most recent date upon which one of the following shall have occurred: (i) the date of issuance of such Letter of Credit; (ii) the date on which the applicable Issuer was or is, as applicable, required to deliver a notice of non-renewal with respect to such Letter of Credit; and (iii) the first Business Day of each month, commencing on the first such Business Day following the issuance of such Letter of Credit.

“Discharge” means to repay, repurchase, redeem, defease or otherwise acquire, retire or discharge; and the term “Discharged” shall have a correlative meaning.

“Discount Prepayment Accepting Lender” has the meaning set forth in Section 2.8(c)(ii)(B).

“Discount Range” has the meaning set forth in Section 2.8(c)(iii)(A).

“Discount Range Prepayment Amount” has the meaning set forth in Section 2.8(c)(iii)(A).

“Discount Range Prepayment Notice” means a written notice of Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.8(c)(iii) substantially in the form of Exhibit O.

“Discount Range Prepayment Offer” means the irrevocable written offer by a Term Loan Lender, substantially in the form of Exhibit P, submitted in response to an invitation to submit offers following the Administrative Agent’s receipt of a Discount Range Prepayment Notice.

“Discount Range Prepayment Response Date” has the meaning set forth in Section 2.8(c)(iii)(A).

“Discount Range Proration” has the meaning set forth in Section 2.8(c)(iii)(C).

“Discounted Prepayment Determination Date” has the meaning set forth in Section 2.8(c)(iv)(C).

“Discounted Prepayment Effective Date” means, in the case of a Borrower Offer of Specified Discount Prepayment or Borrower Solicitation of Discount Range Prepayment Offers, five Business Days following the receipt by each relevant Term Loan Lender of notice from the Administrative Agent in accordance with Section 2.8(c)(ii), Section 2.8(c)(iii) or Section 2.8(c)(iv), as applicable, unless a shorter period is agreed to between Borrower and the Administrative Agent.

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“Discounted Term Loan Prepayment” has the meaning set forth in Section 2.8(c)(i).

“Disinterested Director” has the meaning set forth in Section 8.8.

“Disposition” has the meaning set forth in Section 8.4.

“Disqualified Capital Stock” means any Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, (a) is mandatorily redeemable, in whole or in part, prior to the date that is 91 days after the Latest Maturity Date, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) prior to the date that is 91 days after the Latest Maturity Date, for Indebtedness or any Stock referred to in clause (a) above, or (c) contains any mandatory repurchase obligation which comes into effect prior to the Latest Maturity Date; provided that any Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Stock is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Stock upon the occurrence of a change in control or a sale or other Disposition of property or assets shall not constitute Disqualified Capital Stock.

“Disqualified Institution” means (a) any Person designated in writing by Borrower or CD&R to the Administrative Agent in writing prior to the Closing Date or (b) any competitor of Borrower or its Subsidiaries or any of such competitors’ Affiliates.

“Division” has the meaning set forth in Section 1.4(l).

“Dollars” and the sign “$” each mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary of Borrower that is not a Foreign Subsidiary.

“EBITDA” means for any period, Consolidated Net Income for such period adjusted to exclude (or, in the case of clauses (p), (q) and (u) below, include) the following items (without duplication) to the extent that (other than in the case of clauses (p), (q) and (u) below) any such item is included in the calculation of Consolidated Net Income for such period:

(a) Consolidated Interest Expense;

(b) any non-cash expenses and charges (excluding non-cash charges that are accrued or reserved for cash charges in a future period);

(c) the provision or benefit for taxes with respect to income, profits or capital, including franchise, excise and similar taxes (whether paid, or unpaid, estimated or accrued);

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(d) depreciation expense;

(e) the expense associated with amortization of intangible and other assets (including amortization or other expense recognition of any costs associated with asset write-ups in accordance with FAS Nos. 141 and 142);

(f) non-cash provisions for reserves for discontinued operations;

(g) any extraordinary, unusual, nonrecurring, exceptional, special or infrequent gain, loss or charge and any other gain, loss or charge not in the ordinary course of business (as reasonably determined and calculated by the Borrower in good faith, which determination shall be conclusive) (including fees, expenses and charges (or any amortization thereof) associated with the Transactions or any acquisition, merger or consolidation, whether or not completed), any severance, relocation, consolidation, closing, integration, facilities opening, business optimization and/or similar initiatives or programs, transition or restructuring costs, charges or expenses (whether or not classified as restructuring costs, charges or expenses on the consolidated financial statements of the Borrower), any signing, stretch, retention or completion bonuses, and any costs associated with curtailments or modifications to pension and post-retirement employee benefit plans;

(h) any gain or loss associated with the sale or write-down of assets not in the ordinary course of business;

(i) any income or loss attributable to non-controlling interests;

(j) any income or loss accounted for by the equity method of accounting (except in the case of income to the extent of the amount of cash dividends or cash distributions paid to Borrower or any of its Subsidiaries by the entity accounted for by the equity method of accounting);

(k) cash expenses related to the conversion of various employee benefit programs in conjunction with the Transactions or any Permitted Acquisition, and on-going non-cash compensation-related expenses;

(l) the cumulative effect of a change in accounting principles;

(m) any unrealized gains or losses in respect of currency exchange and/or hedging agreements;

(n) any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person;

(o) management fees actually paid to CD&R or any one of its Affiliates pursuant to the CD&R Consulting Agreements as in effect on the Closing Date or any successor agreement; provided that the maximum amount of such management fees payable for such period under any successor agreement are no greater than the amount that would have been payable under the CD&R Consulting Agreements as in effect on the Closing Date;

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(p) the amount of net cost savings projected by Borrower in good faith to be realized following:

(i) [reserved];

(ii) any Permitted Acquisition as a result of specified actions that are taken or to be taken within 24 months of the closing of such Permitted Acquisition; and

(iii) any operational change as a result of specified actions that are taken or to be taken within the following 24 months from the time the operational change was implemented,

in each case calculated on a Pro Forma Basis as though such cost savings had been realized on the first day of such period (including net cost savings projected to be realized as a result of the operation of the business on a stand-alone basis), net of the amount of actual benefits realized during such period from such actions; provided that (x) such cost savings and synergies are reasonably identifiable, factually supportable and certified by the chief financial officer or treasurer of Borrower, and (y) such cost savings and synergies are in an aggregate amount not to exceed, in any Financial Covenant Period, the greater of $10,000,000 and 25% of EBITDA (after giving effect to the operation of this clause (p)) for such Financial Covenant Period;

(q) only with respect to determining compliance with Section 5.1 hereof, any Specified Equity Contribution;

(r) any expense related to earnouts and contingent consideration obligations (whether accounted for as bonuses, compensation or otherwise) and adjustments thereof and purchase price adjustments;

(s) [reserved];

(t) commencing with the Fiscal Quarter ending March 31, 2021 and through and including the Fiscal Quarter ending March 31, 2022 any expenses related to actual or potential expansions (whether or not consummated) into new markets or resulting from any Person entering into new contracts or the actual or potential entry (whether or not consummated) into new ventures and any operating losses associated with any such expansion or entry incurred within the first eight Fiscal Quarters (commencing with the Fiscal Quarter in which the Borrower or any Restricted Subsidiary begins to generate revenue from the relevant new market expansion or entry) following the relevant expansion or entry; provided that the aggregate amount of expenses and losses in connection with any such expansion or entry for the fifth, sixth, seventh and eighth Fiscal Quarters following the relevant expansion or entry (commencing with the fifth Fiscal Quarter following the Fiscal Quarter in which the Borrower or any Restricted Subsidiary begins to generate revenue from the relevant new market expansion or entry) (such expenses and losses in connection with such expansion or entry, “Year 2 Losses”) shall, when combined with the aggregate amount of Year 2 Losses in connection with all other such expansions or entries, not exceed $15,000,000; and

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(u) for all Fiscal Quarters prior to and including the Fiscal Quarter ended September 30, 2023, any corporate overhead costs and expenses of Holdings, the Borrower and its subsidiaries.

“ECF Acquisition” has the meaning set forth in clause (o) of the definition of “Excess Cash Flow.”

“ECF Disposition” has the meaning set forth in clause (o) of the definition of “Excess Cash Flow.”

“ECF Payment Date” has the meaning set forth in Section 2.9(b).

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition and is subject to the supervision of an EEA Resolution Authority, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision of an EEA Resolution Authority with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means, (i) a Lender or any Affiliate or Approved Fund of any Lender (any two or more Approved Funds of a Lender being treated as a single Eligible Assignee for all purposes hereof); (ii) any Permitted Affiliated Assignee; or (iii) any other assignee; provided that neither Borrower nor any Affiliate of Borrower shall be an Eligible Assignee other than a Permitted Affiliated Assignee; provided, further, that (x) no Disqualified Institution shall be an Eligible Assignee unless Borrower shall otherwise consent in writing and (y) no natural person shall be an Eligible Assignee.

“Environment” means any of the following media: (a) land, including surface land, subsurface strata, sea bed and river bed under water (as defined in clause (b) hereof) and any natural or man-made structures; (b) water, including coastal and inland waters, surface waters, ground waters, drinking water supplies and waters in drains and sewers, surface and sub-surface strata; and (c) air, including indoor and outdoor air and air within buildings and other man-made or natural structures above or below ground, including any living organism or system supported by any such media.

“Environmental Claim” means any legal proceeding, written claim or allegation, notice of violation, order or directive (conditional or otherwise), judgment or Lien by any Person relating to, resulting from or based upon an Environmental Matter.

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“Environmental Laws” means any and all U.S. or foreign federal, state, provincial, territorial, foreign, local or municipal laws, rules, orders, enforceable guidelines, orders-in-council, regulations, statutes, ordinances, codes, decrees, and such requirements of any Governmental Authority properly promulgated and having the force and effect of law or other Requirements of Law (including common law) regulating or imposing liability or standards of conduct concerning pollution, protection of human health and safety as it relates to exposure to harmful or deleterious substances, the environment or natural resources as have been, or now or at any relevant time hereafter are, in effect.

“Environmental Liabilities and Costs” means, with respect to any Person, all liabilities, obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any other Person (whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute), and whether arising under any Environmental Law, Environmental Permit, order or agreement with any Governmental Authority or other Person, in each case relating to any environmental condition, health or safety condition (as related to exposure to any Contaminant) or to any Release or threatened Release and resulting from the past, present or future operations of, or ownership of property by, such Person or any of its Subsidiaries.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

“Environmental Matters” means: (a) pollution or contamination or the significant threat of pollution or contamination of the Environment, including soil or groundwater contamination or the occurrence or the existence of or the continuation of the existence of a Release (including sudden or non-sudden, accidental or non-accidental leaks or spills); (b) the handling, storage, treatment, disposal, release, spillage, deposit, escape, discharge, leak, emission, leaching or migration of any Contaminant; (c) exposure of any person to any Contaminant; (d) the violation, or alleged violation of any Environmental Law or any Environmental Permit; (e) the creation of any adverse impact on the Environment; or (f) any other matters relating to the condition, protection, maintenance, restoration or replacement of the Environment or any part of it arising directly or indirectly out of the generating, manufacturing, processing, treatment, storage, keeping, handling, use (including as a building material), possession, supply, receipt, sale, purchase, import, export, transportation or presence of any Contaminant.

“Environmental Permits” means any and all permits, licenses, registrations, notifications, exemptions and any other authorization required under any Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended (or any successor legislation thereto).

“ERISA Affiliate” means any corporation or trade or business (whether or not incorporated) that is required to be treated as a single employer with Holdings or Borrower within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ERISA Event” means (a) a reportable event described in Section 4043(b) or 4043(c)(1), (2), (3), (5), (6), (8) or (9) of ERISA with respect to a Title IV Plan or a Multiemployer Plan, (b) the withdrawal of Borrower or any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) of Borrower or any ERISA Affiliate from any

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Multiemployer Plan, (d) the insolvency of a Multiemployer Plan, (e) the filing of a notice of intent to terminate a Title IV Plan in a distress termination or the treatment of a plan amendment as a distress termination under Section 4041 of ERISA, (f) the institution of proceedings to terminate, or appoint a trustee to administer, a Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any required contribution to a Title IV Plan (sufficient to give rise to a Lien under Section 430 of the Code or Section 303 of ERISA) or Multiemployer Plan, (h) the imposition of a lien under Section 430 of the Code or Section 303 of ERISA on Holdings, Borrower or any ERISA Affiliate or (i) the receipt by Borrower or any ERISA Affiliate of an inquiry from the PBGC under the Early Warning Program or Risk Mitigation Program, or any substantially equivalent inquiry by the PBGC, which indicates the existence of any other event or condition that could reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Federal Reserve Board.

“Existing Letters of Credit” means the letters of credit outstanding on the Closing Date and identified on Schedule 1.1(b).

“Event of Default” means any of the events specified in Section 9.1.

“Excess Cash Flow” means for any period, EBITDA minus, without duplication,

(a) any Capital Expenditures made in cash (to the extent not financed by the incurrence of long term Indebtedness or any Excluded Contribution designated for such purpose) during such period, minus

(b) any scheduled cash principal payments actually made of the Loans and any principal payments, purchases or other retirements of Indebtedness (other than Obligations) (with respect to any revolving facility, only to the extent such payment is accompanied by a corresponding commitment reduction), minus

(c) Consolidated Interest Expense for such period, minus

(d) any Taxes paid or payable with respect to such period in cash, minus

(e) [reserved]

(f) to the extent not otherwise reflected in a reduction of EBITDA, any Restricted Payments actually paid in cash during such period by Borrower, so long as such Restricted Payments are expressly permitted by Section 8.5 (other than clauses (a), (c), (j) and (k) of Section 8.5), minus

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(g) to the extent not otherwise reflected in a reduction of EBITDA, the amount of any cash contributions required by law to be made by Borrower or any of its Subsidiaries to any Plan and actually paid during such period, minus

(h) to the extent included in calculating EBITDA, any cash expenses relating to the Transactions, Permitted Acquisition or initial public offering of Parent or any of its subsidiaries and actually paid during such period, minus

(i) any income or loss accounted for by the equity method of accounting (except in the case of income to the extent of the amount of Restricted Payments paid in cash to Borrower or any other Loan Party by the entity accounted for by the equity method of accounting); minus

(j) any extraordinary, unusual, nonrecurring, exceptional, special or infrequent gain, loss or charge and any other gain, loss or charge not in the ordinary course of business (as reasonably determined and calculated by the Borrower in good faith, which determination shall be conclusive) (including fees, expenses and charges (or any amortization thereof) associated with the Transactions or any acquisition, merger or consolidation, whether or not completed), any severance, relocation, consolidation, closing, integration, facilities opening, business optimization and/or similar initiatives or programs, transition or restructuring costs, charges or expenses (whether or not classified as restructuring costs, charges or expenses on the consolidated financial statements of the Borrower), any signing, stretch, retention or completion bonuses, and any costs associated with curtailments or modifications to pension and post-retirement employee benefit plans; minus

(k) to the extent included in calculating EBITDA, the amount of net income of any Foreign Subsidiary of such Person that is subject to any restriction or limitation on the payment of dividends or the making of other distributions (other than to the extent such dividends or payments have been made or such restriction or limitation is no longer applicable); minus

(l) any amounts added to the calculation of EBITDA pursuant to clauses (l) and (p) of the definition thereof for such period; minus

(m) other cash expenditures during such period that were added back in determining EBITDA pursuant to the definition thereof; minus

(n) cash payments in respect of long-term pension liabilities (other than Indebtedness) made during such period; plus

(o) decreases in Consolidated Working Capital for such period (other than any such decreases arising (x) from any acquisition or disposition of (a) any business unit, division, line of business or Person or (b) any assets other than in the ordinary course of business (each, an “ECF Acquisition” or “ECF Disposition”, respectively) by the Borrower and the Restricted Subsidiaries completed during such period, (y) from the application of purchase accounting or (z) as a result of the reclassification of any balance sheet item from short-term to long-term or vice versa); minus

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(p) increases in Consolidated Working Capital for such period (other than any such increases arising (x) from any ECF Acquisition or ECF Disposition by the Borrower and the Restricted Subsidiaries completed during such period, (y) from the application of purchase accounting or (z) as a result of the reclassification of any balance sheet item from short-term to long-term or vice versa).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Contribution” means the aggregate Net Cash Proceeds or the Fair Market Value of assets or property received by Borrower as capital contributions to Borrower after the Closing Date from Holdings or from the issuance or sale (other than to a Subsidiary) of Stock or Stock Equivalents by Borrower or any Parent Entity after the Closing Date (other than (a) Specified Equity Contributions and (b) any such Stock issued to Management Investors or to directors or employees in connection with compensation arrangements, but only to the extent the purchase of such Stock is financed by loans or advances from Holdings, Borrower or any of its Restricted Subsidiaries to such Management Investors, directors or employees), in each case not included in the calculation of Available Amount and to the extent designated for purposes of (i) [Reserved], (ii) Investments pursuant to Section 8.3(v), (iii) payments, prepayments, repurchases or redemptions to be made pursuant to Section 8.12(a), or (iv) Restricted Payments pursuant to Section 8.5(j).

“Excluded Liability” means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

“Excluded Subsidiary” means at any date of determination, any Subsidiary of Borrower designated as such in writing by Borrower to the Administrative Agent:

(a) that is an Immaterial Subsidiary;

(b)    that is prohibited by Requirement of Law (or, in the case of any newly acquired Subsidiary, by agreements or arrangements in existence at the time of acquisition but not entered into in contemplation thereof) from guaranteeing or granting Liens to secure the Obligations or whose entry into the provisions of a guarantee or granting of a Lien to secure the Obligations would require governmental (including regulatory) consent, approval, license or authorization unless such consent, approval, license or authorization has been received;

(c)    with respect to which Borrower and the Administrative Agent reasonably agree that the cost of providing a guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom;

(d)    with respect to which the provision of a guarantee of the Obligations would result in material adverse tax consequences to Holdings or any of its Subsidiaries (as reasonably determined by Borrower);

(e) that is a joint venture or any non-Wholly Owned Subsidiary;

(f) that is an Unrestricted Subsidiary;

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(g) that is a Subsidiary of a Foreign Subsidiary;

(h) that is a Captive Insurance Subsidiary;

(i) that is a not-for-profit Subsidiary;

(j) that is a Special Purpose Entity; or

(k) that is a Subsidiary formed solely for the purpose of (x) becoming a Parent Entity, or (y) merging with the Borrower in connection with another Subsidiary becoming a Parent Entity, in each case to the extent such entity becomes a Parent Entity or is merged with the Borrower within 60 days of the formation thereof, or otherwise creating or forming a Parent Entity.

“Excluded Taxes” means, with respect to the Administrative Agent, any Issuer or any Lender or its applicable Lending Office, or any branch or affiliate thereof, (a) any Taxes measured by or imposed upon the net income of such Person, Lending Office, branch or affiliate (however denominated), and all franchise Taxes, branch Taxes, Taxes on doing business or Taxes measured by or imposed upon the overall capital or net worth of such Person, Lending Office, branch or affiliate in each case imposed (i) by the jurisdiction under the laws of which such Person, Lending Office, branch or affiliate is organized or located, or in which its principal executive office is located, or any nation within which such jurisdiction is located or any political subdivision thereof or (ii) by reason of any activity or other connection of such Person in or with the jurisdiction imposing such Tax, excluding any activity or connection arising solely from such Person having executed, delivered or performed its obligations under, or received payment under or enforced, any Loan Document, (b) any Taxes arising under FATCA and (c) any Taxes that the Loan Parties are not required to indemnify for pursuant to the last sentence of Section 2.16(a) or pursuant to Section 2.17(c).

“Existing Credit Facilities” means the credit facilities provided by the Credit Agreement, dated as of July 1, 2016, among the Borrower, Holdings, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and Deutsche Bank AG New York Branch, as administrative agent (as amended, supplemented, waived or otherwise modified from time to time).

“Existing Credit Facilities Refinancing” means the repayment of all amounts outstanding under the Existing Credit Facilities using the proceeds of the Initial Term Loans and Initial Revolving Loans (if any) made on the Closing Date, the termination of the Existing Credit Facilities, the termination of all guarantees supporting the Existing Credit Facilities and the release of all Liens securing the Existing Credit Facilities.

“Existing Credit Facilities Refinancing Date Transactions” means collectively, any or all of the following (whether taking place prior to, on or following the date hereof): (i) the entry into this Agreement and the other Loan Documents and the incurrence of Indebtedness hereunder, (ii) the use of the proceeds from clause (i) above to consummate the Existing Credit Facilities Refinancing, (iii) the use of the proceeds from clause (i) above to consummate the refinancing of the Arawak Facility and (iv) all other transactions relating to any of the foregoing (including payment of fees and expenses related to any of the foregoing).

“Existing Loans” has the meaning set forth in Section 2.22(a).

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“Existing Revolving Loans” has the meaning set forth in Section 2.22(a).

“Existing Revolving Tranche” has the meaning set forth in Section 2.22(a).

“Existing Term Loans” has the meaning set forth in Section 2.22(a).

“Existing Term Tranche” has the meaning set forth in Section 2.22(a).

“Existing Tranche” has the meaning set forth in Section 2.22(a).

“Extended Loans” has the meaning set forth in Section 2.22(a).

“Extended Revolving Commitments” has the meaning set forth in Section 2.22(a).

“Extended Revolving Loans” means loans made pursuant to Extended Revolving Commitments.

“Extended Revolving Tranche” has the meaning set forth in Section 2.22(a).

“Extended Term Loans” has the meaning set forth in Section 2.22(a).

“Extended Term Tranche” has the meaning set forth in Section 2.22(a).

“Extended Tranche” has the meaning set forth in Section 2.22(a).

“Extending Lender” has the meaning set forth in Section 2.22(b).

“Extension” has the meaning set forth in Section 2.22(b).

“Extension Amendment” has the meaning set forth in Section 2.22(c).

“Extension Date” has the meaning set forth in Section 2.22(d).

“Extension Election” has the meaning set forth in Section 2.22(b).

“Extension Request” has the meaning set forth in Section 2.22(a).

“Facilities” means (a) the Term Loan Facility, (b) the Revolving Credit Facility and (c) any Specified Refinancing Facilities.

“Fair Market Value” means (a) with respect to any asset or group of assets (other than a marketable Security) at any date, the value of the consideration obtainable in a sale of such asset at such date assuming a sale by a willing seller to a willing purchaser dealing at arm’s length basis, as determined in good faith by Borrower (provided that, if such asset or group of assets shall have been the subject of a relatively contemporaneous appraisal by an independent third party appraiser, the basic assumptions underlying which have not materially changed since its date, the value set forth in such appraisal shall be deemed to be the Fair Market Value) and (b) with respect to any marketable Security at any date, the closing sale price of such Security on the Business Day next preceding such date, as appearing in any published list of any national securities exchange or the NASDAQ Stock Market or, if there is no such closing sale price of such Security, the average of the final price for the purchase of such Security at face value quoted on such Business Day by two financial institutions of recognized standing regularly dealing in Securities of such type and selected by Borrower.

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“FATCA” means Sections 1471 through 1474 of the Code as in effect on the Closing Date (and any amended or successor provisions that are substantively comparable), any regulations promulgated thereunder or any official interpretation thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with any of the foregoing and any fiscal or regulatory legislation, rules or practices, adopted pursuant to any such intergovernmental agreement.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it; provided that if the Federal Funds Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Federal Reserve Board” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Fee Letter” means the letter dated as of February 18, 2021, addressed to the Borrower from the Administrative Agent with respect to certain fees to be paid to the Administrative Agent in connection with this Agreement.

“Financial Covenant Debt” means, with respect to any Person, without duplication, Indebtedness of the type specified in clauses (a) through (d) and clauses (h) and (i) of the definition of “Indebtedness” plus, without duplication, any Guaranty Obligations in respect thereof; provided that Indebtedness of the type specified in clause (d) of the definition thereof shall only be included on the date Indebtedness of such Person is being determined to the extent such Indebtedness identified in such clause constitutes a non-contingent reimbursement obligation owing at such time; provided further that, on any date on which any Supplemental Revolving Credit Commitments or Incremental Revolving Credit Commitments are provided pursuant to Section 2.21, such Supplemental Revolving Credit Commitment and Incremental Revolving Credit Commitment will be treated as fully drawn for purposes of determining the amount of Financial Covenant Debts of and solely on such date.

“Financial Covenant Period” means, as of any date of determination, the four preceding Fiscal Quarters ending with the last day of the last Fiscal Quarter ending prior to such date.

“Financial Statements” means the financial statements delivered in accordance with Sections 4.4 and 6.1.

“Financing Disposition” means any sale, transfer, conveyance or other disposition by Borrower or any of its Subsidiaries of any Securitization Asset for the Fair Market Value thereof to any Special Purpose Entity (including any Lien on such Receivables), in each case in connection with the incurrence by a Special Purpose Entity of Indebtedness under and pursuant to a Securitization Facility, or obligations to make payments to the obligor on such Indebtedness.

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“Financing Lease”: any lease of property, real or personal, the obligations of the lessee in respect of which are required to be classified and accounted for as a financing lease (and not, for the avoidance of doubt, as an operating lease) on the balance sheet of such lessee for financial reporting purposes in accordance with GAAP prior to the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842) by the Financial Accounting Standards Board (and all calculations and deliverables under this Agreement (other than those made under Section 7.1) shall be made or delivered, as applicable, based on GAAP as in effect prior to such adoption). The stated maturity of any Financing Lease shall be the date of the last payment of rent or any other amount due under the related lease.

“Financing Lease Obligation” means an obligation under any Financing Lease.

“Financing Parties” has the meaning set forth in Section 11.23.

“First Lien Debt” means as of any date of determination, with respect to any Person, the aggregate amount of Financial Covenant Debt of such Person that in each case is then secured by Liens on property or assets of Borrower or its Restricted Subsidiaries (other than (i) property or assets irrevocably held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby and (ii) any Financial Covenant Debt secured by a Lien on Collateral ranking junior to the Lien securing the Obligations pursuant to an Intercreditor Agreement or an Other Intercreditor Agreement; provided that, any Indebtedness incurred under an Incremental Facility on a junior Lien basis or on an unsecured basis shall be treated as, and included in the amount of, First Lien Debt).

“First Lien Leverage Ratio” means, with respect to any person for any period, the ratio of (a) First Lien Debt of such Person and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP as of the last day of such period minus the aggregate amount of Unrestricted Cash and Cash Equivalents held by such Person and its Restricted Subsidiaries (excluding, for the avoidance of doubt, any Unrestricted Cash and Cash Equivalents irrevocably held in a defeasance or similar trust arrangement for the benefit of any Indebtedness (other than First Lien Debt) secured thereby and the proceeds of any Indebtedness that are (in the good faith judgment of the Borrower) not intended to be used for working capital purposes) to (b) EBITDA for such Person and its Restricted Subsidiaries for such period.

“Fiscal Quarter” means any period of three consecutive months ending on March 31, June 30, September 30 or December 31 of any calendar year.

“Fiscal Year” means the period of 12 consecutive months ending on December 31 of any calendar year.

“Fixed GAAP Date” means the Closing Date, provided that at any time after the Closing Date, Borrower may by written notice to the Administrative Agent elect to change the Fixed GAAP Date to be the date specified in such notice, and upon the reasonable consent of the Administrative Agent to such election, the Fixed GAAP Date shall be such date for all periods beginning on and after the date specified in such notice.

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“Fixed GAAP Terms” means (a) with respect to the covenants contained in Article V and all defined terms relating thereto, the term “operating lease” and the defined terms “Accounts Receivable”, “Capital Expenditures”, “Consolidated Interest Expense”, “Consolidated Net Income”, “Consolidated Total Assets”, “Consolidated Working Capital”, “EBITDA”, “Excess Cash Flow”, “Financial Covenant Debt”, “First Lien Debt”, “First Lien Leverage Ratio”, “Leverage Ratio”, “Liquidity”, “Indebtedness”, “Inventory” and “Net Cash Proceeds”, (b) all defined terms in this Agreement to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any other term or provision of this Agreement or any other Loan Document that, at Borrower’s election as reasonably agreed by the Administrative Agent, may be specified by Borrower by written notice to the Administrative Agent from time to time.

“Flood Program” means the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, in each case as amended from time to time, and any successor statutes.

“Foreign Benefit Event” means, with respect to any Foreign Plan, (a) the existence of Unfunded Pension Liabilities in excess of the amount permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable law, by the due date for such contributions or payments, (c) the receipt of a notice from a Governmental Authority relating to the intention to terminate any such Foreign Plan or to appoint a trustee or similar official to administer any such Foreign Plan, or alleging the insolvency of any such Foreign Plan, (d) the incurrence of any liability by Holdings, any of Borrower or any Subsidiary under applicable law on account of the complete or partial termination of such Foreign Plan or the complete or partial withdrawal of any participating employer therein, or (e) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of a material liability by Holdings, any of Borrower or any of the Subsidiaries, or the imposition on Holdings, any of Borrower or any of the Subsidiaries of a material fine, excise tax or penalty resulting from any noncompliance with any applicable law.

“Foreign Plan” means an employee benefit plan with respect to employees who are not employed in the United States, that under applicable law is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority and that is sponsored or maintained by Borrower or any of its Subsidiaries or to which Borrower or any of its Subsidiaries makes or is obligated to make contributions.

“Foreign Subsidiary” means any Subsidiary of the Borrower that is (i) a FSHCO, (ii) not organized under the laws of the United States of America or any state thereof or the District of Columbia or (iii) a direct or indirect subsidiary of a Person described by clause (ii) of this definition.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding Letter of Credit Obligations with respect to Letters of Credit issued by such Issuer other than Letter of Credit Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

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“FSHCO” means any Subsidiary of Borrower that is organized under the laws of the United States of America or any state thereof or the District of Columbia, substantially all the assets of which consist of (i) Stock or Stock Equivalents of one or more Foreign Subsidiaries (or Subsidiaries thereof) and (ii) Indebtedness of such Foreign Subsidiaries (or Subsidiaries thereof), intellectual property relating to such Foreign Subsidiaries (or Subsidiaries thereof) and other assets (including cash and Cash Equivalents) relating to an ownership interest in any such Stock, Stock Equivalents, Indebtedness, intellectual property or Subsidiaries, if any.

“Fund” means any Person (other than a natural Person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funded Debt” means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of the Borrower or any Restricted Subsidiary, to a date that is more than one year from such date, or that arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all amounts of such debt required to be paid or prepaid within one year from the date of its creation and, in the case of the Borrower, Indebtedness in respect of the Term Loans.

“GAAP” means generally accepted accounting principles in the United States of America as in effect on the Fixed GAAP Date (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of this Agreement), as set forth in the Financial Accounting Standards Board Accounting Standards Codification and subject to the following: If at any time the SEC permits or requires U.S.-domiciled companies subject to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes, Borrower may elect by written notice to the Administrative Agent to so use IFRS in lieu of GAAP and, upon the reasonable consent of the Administrative Agent, references herein to GAAP shall thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS as in effect on the date specified in such notice (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of this Agreement) and (b) for prior periods, GAAP as defined in the first sentence of this definition.

“Governmental Authority” means any nation, sovereign or government, any state, provincial, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any central bank or stock exchange and any supranational bodies such as the European Union or the European Central Bank.

“guaranteeing person” has the meaning set forth in the definition of the term “Guaranty Obligation”.

“Guarantor” means each Domestic Subsidiary (other than any Excluded Subsidiary) and, prior to a Borrower IPO, Holdings.

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“Guaranty” means the guaranty, in substantially the form of Exhibit H, executed and delivered by Holdings and any of Borrower’s Subsidiaries that (i) is required to execute and deliver the Guaranty (or any joinder or supplement thereto) pursuant to Section 3.1(a)(ii) or Section 7.11 or (ii) at the option of Borrower, executes and delivers the Guaranty (or any joinder or supplement thereto).

“Guaranty Obligation” means, as applied to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any such obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that the term “Guaranty Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guaranty Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guaranty Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by Borrower in good faith.

“Hedging Contracts” means all Interest Rate Contracts, foreign exchange contracts, currency swap or option agreements, forward contracts, commodity swap, purchase or option agreements, other commodity price hedging arrangements and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices.

“Holdings” means Agilon Health Intermediate Holdings, Inc., a Delaware corporation, and any successor in interest thereto.

“Identified    Participating Lenders” has the meaning set forth in Section 2.8(c)(iii)(C).

“Identified    Qualifying Lenders” has the meaning set forth in Section 2.8(c)(iv)(C).

“IFRS” means the International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any successor to either such board, or the SEC, as the case may be), as in effect from time to time.

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“Immaterial Subsidiary” means, subject to the proviso below, each Restricted Subsidiary designated as such by Borrower to the Administrative Agent in writing that meets the criteria set forth in clauses (i) and (ii) below, in each case, as of the date of the most recent Financial Statements required to be delivered pursuant to Section 6.1: (i) such Restricted Subsidiary has operations that generated EBITDA not exceeding 2.5% of EBITDA for the most recently completed Fiscal Year and (ii) such Restricted Subsidiary had total assets as of the end of the most recently completed Fiscal Year the aggregate value of which was equal to or less than 2.5% of the Consolidated Total Assets of Borrower and its Restricted Subsidiaries, taken as a whole; provided that at no time shall the aggregate total amount of EBITDA generated or assets held by all Immaterial Subsidiaries for the most recently completed Fiscal Year exceed 5.0% of total EBITDA or 5.0% of Consolidated Total Assets, as the case may be, for Borrower and its Restricted Subsidiaries, in each case calculated on a consolidated basis in accordance with GAAP on the basis of the financial information most recently delivered to Administrative Agent by Borrower pursuant to Section 6.1. Any Restricted Subsidiary so designated as an Immaterial Subsidiary that fails to meet the foregoing requirements as of the last day of the period of the most recent four consecutive Fiscal Quarters for which consolidated financial statements of the Borrower (or, any Parent Entity whose financial statements satisfy the Borrower’s reporting obligations under Section 6.1) are available shall continue to be deemed an “Immaterial Subsidiary” hereunder until the earlier of (x) the date that is 60 days following the date on which such annual or quarterly financial statements were required to be delivered pursuant to Section 6.1(a) or Section 6.1(b) with respect to such period and (y) the date on which the Borrower shall have complied with the requirements of Section 7.11 with respect to such Immaterial Subsidiary.

“Incremental Amendment” has the meaning set forth in Section 2.21(b).

“Incremental Facilities” has the meaning set forth in Section 2.21(a)(ii).

“Incremental Facility Effective Date” has the meaning set forth in Section 2.21(b).

“Incremental Revolving Credit Commitment” has the meaning set forth in Section 2.21(b).

“Incremental Revolving Loans” means a loan made pursuant to an Incremental Revolving Credit Commitment.

“Incremental Term Facility” has the meaning set forth in Section 2.21(a)(i).

“Incremental Term Loan” has the meaning set forth in Section 2.21(b).

“Incremental Term Loan Commitment” means a commitment in respect of an Incremental Term Facility.

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“Incur” means to issue, assume, enter into any Guarantee of, incur or otherwise become liable for; and the terms “Incurs”, “Incurred” and “Incurrence” shall have a correlative meaning; provided that any Indebtedness or Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. Accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, and the payment of dividends on Stock constituting Indebtedness in the form of additional shares of the same class of Stock, will be deemed not to be an Incurrence of Indebtedness. Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) shall be deemed Incurred at the time of original issuance of the Indebtedness at the initial accreted amount thereof.

“Indebtedness” means, of any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than trade liabilities incurred in the ordinary course of business), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person under Financing Leases, (d) all obligations of such Person in respect of surety bonds, performance bonds, letters of credit, acceptances issued or created for the account of such Person, (e) all obligations of such Person in respect of Hedging Contracts, (f) all obligations created or arising under any conditional sale or other title retention agreement with respect to assets or property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (g) indebtedness or obligations of other Persons of the types referred to in the preceding clauses (a) through (e) to the extent secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (h) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any Disqualified Capital Stock of such Person, valued, in the case of redeemable preferred stock, at the greater of its voluntary liquidation preference and its involuntary liquidation preference plus accrued and unpaid dividends, (i) all obligations of such Person under any Securitization Facility, (j) all recourse obligations of such Person with respect to related assets or property and recourse obligations in connection with any factoring or similar arrangement not covered in clause (i) above and (k) Guaranty Obligations of such Person in respect of any Indebtedness of the type described in the preceding clauses (a) through (j).

“Indemnified Matters” has the meaning set forth in Section 11.4(a).

“Indemnified Taxes” means any Taxes other than Excluded Taxes.

“Indemnitee” has the meaning set forth in Section 11.4(a).

“Initial Default” has the meaning set forth in Section 1.4(a).

“Initial Facility” means the Initial Term Loan Facility or Initial Revolving Credit Facility, as applicable.

“Initial Revolving Credit Commitment” means, with respect to each Initial Revolving Credit Lender, the commitment of such Lender to make Initial Revolving Loans to Borrower and to acquire as set forth herein interests in other Revolving Credit Outstandings in the aggregate principal amount outstanding, not to exceed the amount set forth opposite such Lender’s name on Schedule I under the caption “Initial Revolving Credit Commitment,” as amended to reflect each Assignment and Assumption as set forth herein executed by such Lender and as such amount may be reduced pursuant to this Agreement. The aggregate principal amount of all Initial Revolving Credit Commitments on the Closing Date shall be $100,000,000.

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“Initial Revolving Credit Facility” means the Initial Revolving Credit Commitments and the provisions herein related to the Initial Revolving Loans and Letters of Credit made or issued under the Initial Revolving Credit Commitments.

“Initial Revolving Credit Lender” means each Lender having an Initial Revolving Credit Commitment.

“Initial Revolving Loan” has the meaning set forth in Section 2.1(a).

“Initial Revolving Maturity Date” means February 18, 2024; provided that upon the consummation of a Qualifying Threshold IPO, the Initial Revolving Maturity Date shall be February 18, 2026.

“Initial Term Loan” means the single Tranche of Term Loans constituted by the Term Loans made by the Term Loan Lenders to the Borrower on the Closing Date pursuant to Section 2.1(b).

“Initial Term Loan Commitment” means, with respect to each Initial Term Loan Lender, the commitment of such Lender to make Initial Term Loans to Borrower on the Closing Date in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I under the caption “Initial Term Loan Commitment” as amended from time to time to reflect each Assignment and Assumption executed by such Lender and as such amount may be reduced pursuant to this Agreement. The aggregate principal amount of all Initial Term Loan Commitments on the Closing Date shall be $100,000,000.

“Initial Term Loan Facility” means the Initial Term Loan Commitments and the provisions herein related to the Initial Term Loans.

“Initial Term Loan Lender” means each Lender having an Initial Term Loan Commitment or an Initial Term Loan.

“Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit S, with such changes thereto, if requested by Borrower, as are reasonably acceptable to the Administrative Agent.

“Interest Period” means, in the case of any LIBO Rate Loan, the applicable LIBO Interest Period, subject to the following:

(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month;

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(iii) Borrower may not select any Interest Period that ends after the date of a scheduled principal payment on the Loans as set forth in Article II unless, after giving effect to such selection, the aggregate unpaid principal amount of the Loans for which Interest Periods end after such scheduled principal payment shall be equal to or less than the principal amount to which the Loans are required to be reduced after such scheduled principal payment is made;

(iv) Borrower may not select any Interest Period in respect of Loans having an aggregate principal amount of less than $1,000,000; and

(v) there shall be outstanding at any one time no more than (A) 10 Interest Periods in the aggregate in respect of Revolving Loans and (B) 10 Interest Periods in the aggregate in respect of the Term Loans.

“Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance.

“Inventory” means goods held for sale, lease or use by a person in the ordinary course of business, net of any reserve for goods that have been segregated by such Person to be returned to the applicable vendor for credit, as determined in accordance with GAAP.

“Investment” means, with respect to any Person, (a) any purchase or other acquisition by such Person of (i) any Security issued by, (ii) a beneficial interest in any Security issued by, or (iii) any other equity ownership interest in, any other Person, (b) any purchase by such Person of all or a significant part of the assets of a business conducted by any other Person, or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any other Person, (c) any loan, advance (other than deposits with financial institutions available for withdrawal on demand, prepaid expenses, Accounts Receivable and similar items made or incurred in the ordinary course of business as presently conducted) or capital contribution by such Person to any other Person, including all Indebtedness of any other Person to such Person arising from a sale of property by such Person other than in the ordinary course of its business and (d) any Guaranty Obligation incurred by such Person in respect of Indebtedness of any other Person.

“Investment Company Act” means the Investment Company Act of 1940, as amended from time to time.

“Investors” means, collectively, the CD&R Group and any other investors arranged by CD&R.

“IRS” means the Internal Revenue Service of the United States or any successor thereto.

“Issue” means, with respect to any Letter of Credit, to issue, extend the expiry of, renew or increase the maximum stated amount (including by deleting or reducing any scheduled decrease in such maximum stated amount) of, such Letter of Credit. The terms “Issued,” “Issuing” and “Issuance” shall have a corresponding meaning.

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“Issuer” means any Revolving Credit Lender or Affiliate of a Revolving Credit Lender that hereafter becomes an Issuer with the approval of the Administrative Agent and Borrower by agreeing pursuant to an agreement with and in form and substance satisfactory to the Administrative Agent and Borrower to be bound by the terms hereof applicable to Issuers; provided that Nomura Corporate Funding Americas, LLC and Deutsche Bank AG New York Branch shall only be required to issue standby Letters of Credit in Dollars; provided further that Nomura Corporate Funding Americas, LLC may cause Letters of Credit to be issued by unaffiliated financial institutions and such Letters of Credit shall be treated as issued by Nomura Corporate Funding Americas, LLC for all purposes under the Loan Documents.

“Joinder Agreement” has the meaning set forth in Section 2.21(b).

“Joint Lead Arrangers” has the meaning specified in the preamble to this Agreement.

“JPMorgan” has the meaning specified in the preamble to this Agreement.

“Junior Debt” has the meaning set forth in Section 8.12(a).

“LAMC Promissory Note” means the promissory note made by Vector LAMC Parent, Inc. in favor of the Borrower.

“Latest Maturity Date” shall mean, at any date of determination, the latest maturity date applicable to any Tranche of any Class of Loans or Commitments with respect to such Tranche of Loans or Commitments at such date of determination, including, for the avoidance of doubt, the latest maturity date of any Incremental Term Loan, Incremental Revolving Credit Commitment, Extended Term Loan, Extended Revolving Commitment, Specified Refinancing Term Loan or Specified Refinancing Revolving Loan, in each case as extended from time to time in accordance with this Agreement.

“Leases” means, with respect to any Person, all of those leasehold estates in real property of such Person, as lessee, as such may be amended, supplemented or otherwise modified from time to time.

“Lender” means each financial institution or other entity that is party hereto from time to time, including as of the Closing Date each entity that is listed on the signature pages hereof as a “Lender”.

“Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Lending Office” opposite its name on Schedule II or on the Assignment and Assumption by which it became a Lender or such other office of such Lender as such Lender may from time to time specify to Borrower and the Administrative Agent.

“Letter of Credit” means any letter of credit issued pursuant to Section 2.4, including, for the avoidance of doubt, each Existing Letter of Credit.

“Letter of Credit Allocation” means, in the case of each Issuer, an amount to be agreed by such Issuer, Borrower and the Administrative Agent at the time such Revolving Credit Lender or Affiliate of a Revolving Credit Lender agrees to act as an Issuer, if any. The Letter of Credit Allocation of each of the Issuers as of the Closing Date is set forth opposite such Revolving Credit Lender or Affiliate of a Revolving Credit Lender’s name on Schedule I under the caption “Letter of Credit Allocation”; provided that, the Letter of Credit Allocation shall not exceed $80,000,000.00.

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“Letter of Credit Obligations” means, at any time, without duplication, the aggregate of all liabilities at such time of Borrower to all Issuers with respect to Letters of Credit, whether or not any such liability is contingent, including the sum of (a) the Reimbursement Obligations at such time and (b) the Letter of Credit Undrawn Amounts at such time.

“Letter of Credit Reimbursement Agreement” has the meaning set forth in Section 2.4(e).

“Letter of Credit Request” has the meaning set forth in Section 2.4(c).

“Letter of Credit Undrawn Amounts” means, at any time, with respect to the Revolving Credit Facility, the aggregate undrawn amount of all Letters of Credit outstanding at such time under such Revolving Credit Facility.

“Leverage Ratio” means, with respect to any Person for any period, the ratio of (a) Financial Covenant Debt of such Person and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP as of the last day of such period minus the aggregate amount of Unrestricted Cash and Cash Equivalents held by such Person and its Restricted Subsidiaries (excluding the proceeds of any Indebtedness that are (in the good faith judgment of the Borrower) not intended to be used for working capital purposes) to (b) EBITDA for such Person and its Restricted Subsidiaries for such period.

“LIBO Base Rate” means, for each Interest Period, the greater of (a) 0% and (b)(i) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays an average ICE Benchmark Administration Interest Settlement Rate (or successor thereto) (such page currently being the LIBOR01 page) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 A.M. (London, England time) two Business Days prior to the first day in such Interest Period, or (ii) in the event the rate referenced in the preceding sub-clause (i) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays an average ICE Benchmark Administration Interest Settlement Rate (or successor thereto) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 A.M. (London, England time) two Business Days prior to the first day in such Interest Period, or (iii) in the event the rates referenced in the preceding sub-clauses (i) and (ii) are not available, the rate per annum at which the Administrative Agent could borrow funds in the London interbank market two Business Days prior to the first day in such Interest Period, were it to do so by asking for and then accepting offers in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loans for which the LIBO Base Rate is then being determined and with maturities comparable to such period.

“LIBO Interest Period” means, in the case of any LIBO Rate Loan, (a) initially, the period commencing on the date such LIBO Rate Loan is made or on the date of conversion of a Base Rate Loan to such LIBO Rate Loan and ending one, two, three or six months thereafter (or, if available to all applicable Lenders with respect to such LIBO Rate Loan, ending twelve

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months thereafter or a shorter period), as selected by Borrower in its Notice of Borrowing or Notice of Conversion or Continuation given to the Administrative Agent pursuant to Section 2.2 or 2.11, and (b) thereafter, if such Loan is continued, in whole or in part, as a LIBO Rate Loan pursuant to Section 2.11, a period commencing on the last day of the immediately preceding Interest Period therefor and ending one, two, three or six months thereafter (or, if available to all applicable Lenders with respect to such LIBO Rate Loan, ending nine or twelve months thereafter), as selected by Borrower in its Notice of Conversion or Continuation given to the Administrative Agent pursuant to Section 2.11.

“LIBO Rate” means with respect to any Interest Period for any LIBO Rate Loan, an interest rate per annum equal to the rate per annum obtained by dividing (a) the LIBO Base Rate by (b) (i) a percentage equal to 100% minus (ii) the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the LIBO Rate is determined) having a term equal to such Interest Period.

If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that, (i) the circumstances set forth in Section 2.14(b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.14(b) have not arisen but the supervisor for the administrator of the London Interbank Offered Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the London Interbank Offered Rate shall no longer be used for determining interest rates for loans in Dollars, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest (which shall include a zero floor) and such other related changes to this Agreement as may be applicable (including amendments to the Applicable Margin to preserve the terms of the economic transactions initially agreed to among the Borrower, on one hand, and the Lenders on the other hand). Notwithstanding anything to the contrary herein, such amendment shall become effective without any further action or consent of any other party to this Agreement.

“LIBO Rate Loan” means any Loan that, for an Interest Period, bears interest based on the LIBO Rate.

“Lien” means any mortgage, deed of trust, pledge, security deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any Financing Lease having substantially the same economic effect as any of the foregoing).

“Limited Condition Transaction” means any acquisition or Investment by one or more of the Borrower and its Restricted Subsidiaries of any assets, business or Person permitted by this Agreement whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

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“Liquidity” means, at any time, the sum of (a) the aggregate amount available (without duplication) to be borrowed by Borrower under (i) the Revolving Credit Facility and (ii) any other revolving credit facility available to the Borrower pursuant to Section 8.1 plus (b) the Unrestricted Cash and Cash Equivalents of Borrower and its Restricted Subsidiaries.

“Loan” means any loan made by any Lender pursuant to this Agreement.

“Loan Documents” means, collectively, this Agreement, the Notes (if any), the Guaranty, each Letter of Credit Reimbursement Agreement, the Collateral Documents and each certificate, agreement or document executed by a Loan Party and delivered to the Administrative Agent or any Lender in connection with or pursuant to any of the foregoing.

“Loan Party” means Borrower, each Subsidiary Guarantor and, prior to a Borrower IPO, Holdings.

“Management Investors” means the collective reference to the officers, directors, employees and other members of the management of Holdings, any Parent Entity, Borrower or any of their Subsidiaries and Related Physicians, or family members or relatives thereof or trusts for the benefit of any of the foregoing, who at any particular date shall beneficially own or have the right to acquire, directly or indirectly, common stock of Holdings or any Parent Entity.

“Management Subscription Agreements” means one or more stock subscription, stock option, grant or other agreements which have been or may be entered into between Borrower or any Parent Entity and one or more Management Investors (or any of their heirs, successors, assigns, legal representatives or estates), with respect to the issuance to and/or acquisition, ownership and/or disposition by any of such parties of common stock of Borrower or any Parent Entity, or options, warrants, units or other rights in respect of common stock of Borrower or any Parent Entity, any agreements entered into from time to time by transferees of any such stock, options, warrants or other rights in connection with the sale, transfer or reissuance thereof, and any assumptions of any of the foregoing by third parties, as amended, supplemented, waived or otherwise modified from time to time.

“Material Adverse Effect” means (a) a material adverse effect on the business, operations, assets, results of operations or condition (financial or otherwise) of Holdings and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents or (c) a material adverse effect on the rights and remedies, taken as a whole, of the Lenders under the Loan Documents.

“Material Lease” means any lease for real property to which any Agilon Restricted Entity is a party that is (i) for a term longer than three (3) years and (ii) in respect of which the annual base rent lease payments (for the lease year in which the Closing Date occurs) exceeds $5,000,000.

“Material Real Property” means each Owned Real Property that (i) is located in the United States of America and (ii) has a Fair Market Value at the time of acquisition which exceeds $5,000,000.

“Material Subsidiary” means any Subsidiary of Borrower that is not an Immaterial Subsidiary.

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“Maturity Date” means the Initial Revolving Maturity Date, the Initial Term Loan Maturity Date, for any Extended Tranche the “Maturity Date” set forth in the applicable Extension Amendment, for any Incremental Revolving Credit Commitments the “Maturity Date” set forth in the applicable Incremental Amendment and for any Specified Refinancing Tranche the “Maturity Date” set forth in the applicable Specified Refinancing Amendment, in each case as the context may require.

“Maximum Incremental Facilities Amount” means at any date of determination, the sum of (i) (x) $50,000,000 (amounts incurred pursuant to this clause (i), the “Cash Capped Incremental Facility”); plus (ii) an additional amount equal to the aggregate principal amount of all prepayments, repayments and redemptions of any (x) Term Loans or Incremental Term Loans or (y) Permitted Debt Exchange Notes, and/or the amount of any permanent reduction of any Revolving Commitment or Supplemental Revolving Credit Commitment (including in each case under this clause (ii), purchases of such Indebtedness by Holdings and its Subsidiaries at or below par in which case the amount of prepayments of such Indebtedness shall be deemed not to exceed the actual purchase price of such Indebtedness at or below par), in each case to the extent such Indebtedness is secured by a Lien ranking pari passu to the Liens securing the Secured Obligations, so long as, in the case of any such prepayments or repurchases under this clause (ii), such prepayment or repurchase was not funded with the proceeds of any long-term Indebtedness (the “Prepayment Incremental Facility”). For the avoidance of doubt, for purposes of any determination of the “Maximum Incremental Facilities Amount,” the principal amount of Indebtedness outstanding under clauses (i) or (ii) shall be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any other Indebtedness.

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or Deposit Account balances, an amount equal to 103% of the Fronting Exposure of all Issuers with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Administrative Agent and the Issuers in their sole discretion.

“Minimum Exchange Tender Condition” has the meaning set forth in Section 2.23(b).

“Minimum Extension Condition” has the meaning set forth in Section 2.22(g).

“Mortgages” means the mortgages, deeds of trust or other real estate security documents, if any, made or required herein to be made by any Loan Party substantially in the form of Exhibit U.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, covered by Title IV of ERISA and to which Borrower or any ERISA Affiliate has any obligation or liability, contingent or otherwise.

“Net Cash Proceeds” means (a) with respect to any Disposition or any Property Loss Event, an amount equal to the gross proceeds in cash and Cash Equivalents of such Disposition or Property Loss Event, net of (i) reasonable attorneys’ fees, accountants’ fees, brokerage, consultant and other customary fees, underwriting commissions and other reasonable fees and expenses actually incurred in connection with such Disposition or Property Loss Event, (ii) taxes paid or reasonably estimated to be payable as a result thereof or the distribution of the gross proceeds thereof to Borrower, (iii) appropriate amounts provided or to be provided by

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Borrower or any of its Restricted Subsidiaries as a reserve, in accordance with GAAP, with respect to any liabilities associated with such Disposition or Property Loss Event and retained by Borrower or any such Restricted Subsidiary after such Disposition or Property Loss Event and other appropriate amounts to be used by Borrower or any of its Restricted Subsidiaries to discharge or pay on a current basis any other liabilities associated with such Disposition or Property Loss Event, and (iv) in the case of an Disposition or Property Loss Event of or involving an asset subject to a Lien securing any Indebtedness, payments made and installment payments required to be made to repay such Indebtedness, including payments by Borrower or any of its Restricted Subsidiaries in respect of principal, interest and prepayment premiums and penalties, (b) with respect to any issuance or sale of any securities or incurrence of Indebtedness (other than the issuance or sale of securities or incurrence of Indebtedness pursuant to any Permitted Receivables Financing) of Borrower or any of its Restricted Subsidiaries, or from any conversion or exchange with respect to such securities or Indebtedness, or any capital contribution, the cash proceeds of such incurrence, issuance, sale or contribution net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such incurrence, issuance, sale or contribution and net of taxes paid or payable as a result thereof, and (c) with respect to any Permitted Receivables Financing, (i) the initial cash proceeds of such Permitted Receivables Financing in respect of the portion of the Accounts Receivable so financed that is equal to the lowest of the month-end Accounts Receivables balances of the originator recorded for the previous twelve months then ended for which financial statements are internally available, net of (ii) attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such incurrence, issuance or sale and taxes paid or payable as a result thereof.

“Net Intercompany Investment” means, for any period, (a) in the case of any investment in a Permitted Joint Venture, the sum (but not less than zero) of (i) all consideration paid by any Loan Party in connection with the acquisition thereof (including all transaction costs and all Indebtedness or other obligations (in each case, whether contingent or otherwise)) plus (ii) any contractually binding commitment of any Loan Party to make future capital contributions to the extent the Indebtedness or other obligations assumed by any Agilon Entity in respect thereof can be quantified plus (iii) any Guaranty Obligations of any Loan Party in respect of such joint venture minus (iv) any cash payments made by such joint venture to such Loan Party in respect of dividends, loans, advances, trade payables, licenses, royalty agreements or cash equity contributions and (b) in the case of any investment in a Non-Loan Party, the sum (but not less than zero) of (i) the aggregate amount of any cash Investments by any Loan Party in such Non-Loan Party plus (ii) any Guaranty Obligations of any Loan Party in respect of the obligations of such Non-Loan Party minus (iii) of any cash payments by such Non-Loan Party to any Loan Party in respect of dividends, loans, advances, trade payables, licenses, royalty agreements or cash equity contributions.

“Non-Consenting Lender” has the meaning set forth in Section 11.1(d).

“Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender.

“Non-Extending Lender” has the meaning set forth in Section 2.22(e).

“Non-Loan Party” means each Subsidiary of Borrower that is not a Loan Party.

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“Note” means any Revolving Credit Note or Term Loan Note.

“Notice of Borrowing” has the meaning set forth in Section 2.2(a).

“Notice of Conversion or Continuation” has the meaning set forth in Section 2.11(a).

“Obligations” means the Loans, the Letter of Credit Obligations and all other amounts, obligations, covenants and duties owing by Borrower to the Administrative Agent, any Lender, any Issuer, any Affiliate of any of them or any Indemnitee, of every type and description (whether by reason of an extension of credit, opening or amendment of a letter of credit or payment of any draft drawn thereunder, loan, guaranty, indemnification, foreign exchange or currency swap transaction, interest rate hedging transaction or otherwise), present or future, arising under this Agreement or any other Loan Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all letter of credit, cash management and other fees, interest (including interest which, but for the first filing of a petition in bankruptcy with respect to Borrower, would have accrued on any Obligation, whether or not a claim is allowed against Borrower for such interest in the related bankruptcy proceeding), charges, expenses, fees, attorneys’ fees and disbursements and other sums chargeable to Borrower under this Agreement or any other Loan Document, and all obligations of Borrower under any Loan Document to provide Cash Collateral for Letter of Credit Obligations. With respect to any Guarantor, if and to the extent, under the Commodity Exchange Act or any rule, regulation or order of the CFTC (or the application or official interpretation of any thereof), all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest for, the obligation (the “Excluded Borrower Obligation”) to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (or the analogous term or section in any amended or successor statute) is or becomes illegal, the Obligations guaranteed by such Guarantor shall not include any such Excluded Borrower Obligation.

“Offered Amount” has the meaning set forth in Section 2.8(c)(iv)(A).

“Offered Discount” has the meaning set forth in Section 2.8(c)(iv)(A).

“Other Intercreditor Agreement” means an intercreditor agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent.

“Other Representative” means each of the Joint Lead Arrangers in such capacities hereunder.

“Other Taxes” means any present or future stamp or documentary taxes or any other excise or similar taxes, charges or levies of the United States, any applicable foreign jurisdiction, or any political subdivision thereof and all liabilities with respect thereto, in each case arising from any payment made under any Loan Document or from the execution, delivery or registration of, or otherwise with respect to, any Loan Document.

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“Outstandings” means, at any particular time, the sum of (a) the Revolving Credit Outstandings at such time and (b) the principal amount of the Term Loans outstanding at such time.

“Owned Real Property” has the meaning set forth in Section 4.7.

“Parent” means Agilon Health Topco, Inc., a Delaware corporation, and any successor in interest thereto.

“Parent Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, that is the direct or indirect parent of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the Stock of such Lender.

“Parent Entity” means Parent, Holdings, any Other Parent Entity and any other Person that becomes a direct or indirect Subsidiary of Parent or any Other Parent Entity after the Closing Date and of which Borrower is a direct or indirect Subsidiary that is designated by Borrower as a “Parent Entity” and solely for so long as the Borrower remains a Subsidiary of such Person. As used herein, “Other Parent Entity” means a Person of which Parent becomes a direct or indirect Subsidiary after the Closing Date; provided that (i) immediately before Borrower first becomes a Subsidiary of such Person, such Person is a direct or indirect Subsidiary of a Parent Entity, and Borrower becomes a Subsidiary of such Person pursuant to a merger of another Subsidiary of a Parent Entity with such Person in which the Voting Stock of such Parent Entity is exchanged for or converted into Voting Stock of such surviving Person (or the right to receive such Voting Stock), (ii) immediately after Borrower first becomes a Subsidiary of such Person, more than 50% of the Voting Stock of such Person shall be held by one or more Persons that held more than 50% of the Voting Stock of such Parent Entity or an Other Parent Entity immediately prior to such Parent Entity first becoming such Subsidiary, or (iii) immediately after Borrower first becomes a Subsidiary of such Person, Permitted Holders own the requisite percentage of the Voting Stock of such Person as is necessary to ensure that a Change of Control has not taken place.

“Pari Passu Indebtedness” means Indebtedness with a Lien on the Collateral ranking pari passu with the Liens securing the Obligations.

“Participant” has the meaning set forth in Section 11.2(h).

“Participating Lender” has the meaning set forth in Section 2.8(c)(iii)(B).

“Patriot Act” means the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Permit” means any permit, approval, authorization, license, variance or permission required from a Governmental Authority under an applicable Requirement of Law.

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“Permitted Acquisition” means the acquisition by Borrower or any of its Restricted Subsidiaries of all or substantially all of the assets or Stock or Stock Equivalents of any Person or of any division, branch or other operating unit thereof (the “Target”), or the merger, amalgamation or consolidation of the Target with or into Borrower or any of its Restricted Subsidiaries (with a Loan Party, in the case of a merger, amalgamation or consolidation with any Loan Party, being the surviving corporation or, if a Loan Party is not the surviving corporation in the case of a merger, amalgamation or consolidation with any Loan Party, the Person formed by or surviving such merger, amalgamation or consolidation (x) being organized or existing under the laws of the United States or any state, district or territory thereof and (y) expressly assuming all obligations of the Loan Party, as applicable, under the Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent) subject, in each case, to the satisfaction of each of the following conditions:

(a) Borrower (or the Subsidiary making such acquisition) and the Target shall have executed such documents and taken such actions as may be required under Section 7.11 after the effectiveness of such Permitted Acquisition within the time periods set forth in Section 7.11, as applicable; provided that the aggregate principal amount of Indebtedness incurred by (x) any Subsidiary other than the Loan Parties in connection with Permitted Acquisitions and (y) the Loan Parties, the proceeds of which are used to finance Permitted Acquisitions of Targets that do not (and will not become) Guarantors pursuant to Section 7.11 (other than in the case of the foregoing clauses (x) and (y), if any such Targets are not permitted to become Guarantors as a result of regulatory restrictions (as determined by the Borrower in good faith), so long as, unless necessary or advisable as a result of changes in law applicable to the Related Corporations, any such Related Corporations are subject to Related Corporation Contracts or otherwise become Subsidiaries of the Borrower) shall not exceed (i) at any time (A) prior to a Qualifying Threshold IPO or (B) following a Qualifying Threshold IPO, but prior to October 1, 2023, the greater of $15,000,000 and 3.0% of Consolidated Total Assets at any time outstanding or (ii) at any time following a Qualifying Threshold IPO, but on or after October 1, 2023, the greater of $40,500,000 and 7.8% of the Consolidated Total Assets at any time outstanding.

(b) immediately after giving effect to such acquisition, no Event of Default shall have occurred and be continuing;

(c) immediately after giving effect to such acquisition, the Borrower shall be in compliance with the financial covenants set forth in Article V for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 on a Pro Forma Basis after giving effect to such acquisition and to the incurrence of any Indebtedness to be incurred or to be assumed in connection therewith; and

(d) the Target as acquired in accordance herewith shall be in the same business or lines of business in which Borrower and/or its Subsidiaries are engaged as of the Closing Date or any business reasonably related, complementary, incidental or ancillary thereto.

“Permitted Affiliated Assignee” means CD&R, any investment fund managed or controlled by CD&R, any Wholly-Owned Subsidiary of any such investment fund; provided that no individual Person, the Borrower and no Affiliate of Borrower (other than CD&R and any investment fund managed or controlled by CD&R) shall be a Permitted Affiliated Assignee.

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“Permitted Cure Securities” means common equity securities of the Borrower or Holdings or other equity securities of the Borrower or Holdings that do not constitute Disqualified Capital Stock.

“Permitted Debt Exchange” has the meaning set forth in Section 2.23(a).

“Permitted Debt Exchange Notes” has the meaning set forth in Section 2.23(a).

“Permitted Debt Exchange Offer” has the meaning set forth in Section 2.23(a).

“Permitted Holders” means (a) any member of the CD&R Group (in the case of any limited partners of, or other investors in, the CD&R Group, for purposes of the definition of “Change of Control”, the beneficial ownership of the Voting Stock of Holdings or any Parent Entity of such limited partner or other investor shall be limited to the extent of any Voting Stock of Holdings or such Parent Entity, or any interest therein, held by such Person that such Person shall have received by way of a dividend or distribution from a member of the CD&R Group); (b) any Management Investors; and (c) any Person acting in the capacity of an underwriter in connection with a public or private offering of Stock of Holdings or any of its Subsidiaries or of any Parent Entity; provided that any such underwriter shall cease to be a Permitted Holder on the date that is forty-five (45) days after the effective date of such public or private offering.

“Permitted Intercompany Merger” means (a) a merger, amalgamation, consolidation, liquidation or dissolution solely of one or more Agilon Entities (provided that (i) in the case of a merger, amalgamation or consolidation involving Borrower, Borrower shall be the surviving entity, (ii) in the case of a merger, amalgamation or consolidation involving a Loan Party, the result of such merger, amalgamation or consolidation is that the surviving entity is or becomes a Loan Party on or prior to the date of such merger, amalgamation or consolidation, (iii) in the case of a merger, amalgamation or consolidation of Holdings in which Holdings is not the surviving entity, the Loan Party surviving such merger, amalgamation or consolidation pursuant to clause (ii) above undertakes all of the obligations of Holdings under the Loan Documents on or prior to the date of such merger, amalgamation or consolidation and shall be treated as “Holdings” for all purposes under this Agreement, (iv) in the case of a liquidation or dissolution of a Loan Party, all assets of such Agilon Entity that is liquidated or dissolved are transferred (subject to payment or provision for payment of outstanding liabilities and to pro rata transfers to other equity holders) to one or more Agilon Entities that are or become Loan Parties on or prior to the date of such transfer, (v) in the case of a liquidation or dissolution of a Non-Loan Party, all assets of such Agilon Entity that is liquidated or dissolved are transferred (subject to payment or provision for payment of outstanding liabilities and to pro rata transfers to other equity holders) to one or more Agilon Entities, and (vi) neither Holdings nor Borrower is permitted to be liquidated or dissolved), (b) the transfer of (i) all or substantially all of the Stock or Stock Equivalents of any Loan Party (other than Borrower or Holdings) that is held by an Agilon Entity, (ii) all or substantially all of the assets of any Loan Party (other than Borrower or Holdings) or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit of operation of any Loan Party (other than Borrower or Holdings), in each case to any Agilon Entity that is or becomes a Loan Party on or prior to the date of such transfer or (c) the transfer of (i) all or substantially all of the Stock or Stock Equivalents of any Non-Loan Party that is held by an Agilon Entity, (ii) all or substantially all of the assets of any Non-Loan Party or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit of operation of any Non-Loan Party, in each case to any Agilon Entity.

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“Permitted Intercompany Transactions” means Investments or, with respect to clauses (c)(ii), (c)(iii) and (f) below, Restricted Payments:

(a) by any Loan Party in any other Loan Party (other than Holdings); provided that if any such Investment is in the form of intercompany Indebtedness, such Indebtedness shall not be secured by any Lien;

(b) by any Non-Loan Parties in any other Non-Loan Party;

(c) by Loan Parties in Non-Loan Parties; provided that (i) the aggregate outstanding amount of all Net Intercompany Investments made pursuant to this clause (c), together with the aggregate outstanding amount of Guarantee Obligations incurred pursuant to Section 8.1(e)(ii), shall not exceed (A) at any time prior to a Qualifying Threshold IPO, the greater of $10,000,000 and 2.0% of Consolidated Total Assets, (B) at any time following a Qualifying Threshold IPO, but prior to October 1, 2023, the greater of $15,000,000 and 3.0% of Consolidated Total Assets or (C) at any time following a Qualifying Threshold IPO, but on or after October 1, 2023, the greater of $27,000,000 and 5.2% of Consolidated Total Assets, (ii) in lieu of the Investments permitted by this clause (c), Restricted Payments from Loan Parties to Non-Loan Parties may be made in amounts not exceeding the available limit as determined pursuant this clause (c) (with a corresponding reduction in such limit as a result thereof) and (iii) Restricted Payments may be made by Loan Parties (other than Holdings), directly or indirectly, to other Loan Parties (other than Holdings) and, to the extent required by Requirements of Law or Contractual Obligations governing the making of Restricted Payments on account of the Stock and Stock Equivalents of such Loan Parties to other holders of its Stock and Stock Equivalents on no more than a pro rata basis (measured by value) without restriction;

(d) constituting Permitted Intercompany Mergers;

(e) by any Non-Loan Party in any Loan Party (other than Holdings); provided that if any such Investment is in the form of intercompany Indebtedness, such Indebtedness shall not be secured by any Lien; and

(f) by any Loan Party in any Non-Loan Party to the extent substantially concurrent with, and in any event within three Business Days of, such Investment, a corresponding cash Investment or Restricted Payment is made from such Non-Loan Party, directly or indirectly, to a Loan Party.

“Permitted Joint Venture” means a Person:

(a) that is a corporation, limited liability company, joint venture or similar limited liability legal entity hereafter formed or entered into by Borrower or any of its Subsidiaries with another Person in order to conduct a common venture or enterprise with such Person, which legal entity does not constitute a Subsidiary;

(b) that is not a strategic alliance formed or entered into by Borrower or its Subsidiaries with any other Person for the purposes of joint research, product development, marketing, or other similar purposes that does not create a Person;

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(c) that does not own any Stock in a Loan Party nor at any time itself have been a Loan Party;

(d) in respect of which all Indebtedness or other obligations (in each case whether contingent or otherwise), including any contractually binding commitment to make future capital contributions, assumed by any Agilon Restricted Entity in respect thereof can be quantified; and

(e) in connection with the acquisition thereof after the Closing Date all consideration paid (including all transaction costs and all Indebtedness or other obligations (in each case whether contingent or otherwise)), including any contractually binding commitment to make future capital contributions, incurred or assumed in connection therewith does not exceed at any time, together with all other such consideration for Permitted Joint Ventures paid after the Closing Date, the greater of $100,000,000 and 20.0% of Consolidated Total Assets;

(f) in respect of which Borrower and its Subsidiaries are in compliance with Sections 7.11 and 7.12).

“Permitted Receivables Financing” has the meaning specified in Section 8.1(g).

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, estate, trust, limited liability company, unincorporated association, joint venture or other entity, or a Governmental Authority.

“Plan” means (i) all “employee benefit plans” (as defined in Section 3(3) of ERISA), and (ii) all payroll practices and other employee benefit plans, policies, programs, agreements or arrangements, including retirement, pension, profit sharing, employment, individual consulting or other compensation agreements, collective bargaining agreements, bonus or other incentive compensation, retention, stock purchase, equity or equity-based compensation, deferred compensation, change in control, severance, sick leave, vacation, loans, salary continuation, hospitalization, health, life insurance, educational assistance, or other fringe benefit or perquisite plans, policies, agreements or arrangements with respect to which Borrower or any of its Subsidiaries has or could have any obligation or liability, contingent or otherwise.

“Pledge and Security Agreement” means the pledge and security agreement executed and delivered by the Loan Parties, substantially in the form of the agreement attached hereto as Exhibit I.

“Pledged Stock” means the shares of capital stock owned from time to time by each Loan Party and pledged pursuant to a Collateral Document to, directly or indirectly, secure the Secured Obligations.

“PPMC” means Primary Provider Management Co., Inc., a California corporation.

“Preferred Stock” means as applied to the Stock of any corporation or company, Stock of any class or classes (however designated) that by its terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation or company, over Stock of any other class of such corporation or company.

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“primary obligations” has the meaning specified in the definition of the term “Guaranty Obligation”.

“primary obligor” has the meaning specified in the definition of the term “Guaranty Obligation”.

“Pro Forma Basis” means, with respect to any determination for any period, that such determination shall be made giving pro forma effect to each Material Acquisition (as defined below) and each Material Disposition (as defined below) of a Person, business or asset or with respect to a Related Corporation (or any other event that by the terms of the Loan Documents requires compliance on a “Pro Forma Basis” with a test or covenant and requires such test or covenant to be calculated on a “Pro Forma Basis”) consummated during such period, together with all transactions relating thereto consummated during such period or thereafter and on or prior to the date of determination (including any incurrence, assumption, refinancing or repayment of Indebtedness), as if such acquisition, investment, sale (or other disposition), other event and related transactions had been consummated on the first day of such period, in each case based on historical results accounted for in accordance with GAAP and, to the extent applicable, taking into account, but without duplication of any amount added back to EBITDA pursuant to clause (p) of such term, the amount of “run rate” cost savings projected by Borrower in good faith to be realized following: (i) [reserved]; (ii) any Permitted Acquisition as a result of specified actions that are taken or to be taken within 24 months of the closing of such Permitted Acquisition; and (iii) operational changes as a result of specified actions that are taken or to be taken within the following 24 months from the time the specified actions were implemented; in each case which cost savings shall be added to EBITDA until fully realized and calculated on a Pro Forma Basis as though such cost savings had been realized on the first day of the relevant period, net of (x) the amount of actual benefits realized from such actions and (y) costs of achieving such cost savings; provided that such cost savings and synergies are reasonably identifiable, factually supportable and certified by the chief financial officer or treasurer of Borrower. As used in this definition, “Material Acquisition” means any acquisition of property or series of related acquisitions of property that either (1) (x) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (y) involves the payment of consideration by Borrower or any of its Restricted Subsidiaries in excess of $5,000,000 or (2) results in a Person that was not previously a Subsidiary of the Borrower becoming a Related Corporation; and “Material Disposition” means any disposition of property or series of related dispositions of property that either (1) (x) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (y) yields gross proceeds to Borrower or any of its Restricted Subsidiaries in excess of $5,000,000 during the applicable Financial Covenant Period or (2) results in a Person which does not become a Subsidiary of the Borrower in connection therewith ceasing to be a Related Corporation.

“Projections” means financial projections of the Business, including financial estimates, budgets, forecasts and other forward looking information.

“Promissory Note” means the note made by Parent in favor of Adrian Jayasinha and Ann Abraham Azer.

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“Property Loss Event” means (a) any loss of or damage to property of Borrower or any of its Restricted Subsidiaries that results in the receipt by such Person of proceeds of insurance, which exceeds $5,000,000 (individually or in the aggregate for all such losses and damages) in any Fiscal Year or (b) any taking of property of Borrower or any of its Restricted Subsidiaries that results in the receipt by such Person of a compensation payment in respect thereof, which exceeds $5,000,000 (individually or in the aggregate for all such takings) in any Fiscal Year, in each case with respect to the foregoing clauses (a) or (b), to the extent that such receipt does not constitute reimbursement or compensation for amounts previously paid by Borrower or any such Restricted Subsidiary (other than to any Agilon Restricted Entity) in respect of such loss, damage or taking.

“Purchasing Lender” has the meaning set forth in Section 11.8(a).

“Qualifying IPO” shall mean the initial underwritten public offering of common Stock of the Borrower or the Relevant Parent Entity pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act.

“Qualifying Lender” has the meaning set forth in Section 2.8(c).

“Qualifying Target Threshold IPO” shall mean a Qualifying IPO with total gross proceeds in excess of $1,000,000,000.

“Qualifying Threshold IPO” shall mean a Qualifying IPO with total gross proceeds in excess of $500,000,000.

“Ratable Portion” or “ratably” means, with respect to any Lender,

(a) with respect to the Revolving Credit Facility, the percentage obtained by dividing (i) the Revolving Credit Commitment of such Lender by (ii) the aggregate Revolving Credit Commitments of all Lenders (or, at any time after the Revolving Credit Termination Date, the percentage obtained by dividing the Revolving Credit Outstandings owing to such Lender by the Revolving Credit Outstandings owing to all Lenders); and

(b) with respect to the Term Loans, the percentage obtained by dividing the aggregate principal amount of such Lender’s Term Loans by the aggregate principal amount of the Term Loans of all Lenders.

“Receivable” means the indebtedness and other obligations owed to any Agilon Entity (at the time it arises, and before giving effect to any transfer or conveyance contemplated under any Securitization Facility documentation) or in which any Agilon Entity has a security interest or other interest, including any indebtedness, obligation or interest constituting an account, contract right, payment intangible, promissory note, chattel paper, instrument, document, investment property, financial asset or general intangible, arising in connection with the sale of goods or the rendering of services by such Agilon Entity, and further includes the obligation to pay any finance charges with respect thereto. Indebtedness and other rights and obligations arising from any one transaction, including Indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the Indebtedness and other rights and obligations arising from any other transaction; provided that any Indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a “Receivable” regardless of whether the account debtor or the applicable Securitization Subsidiary treats such Indebtedness, rights or obligations as a separate payment obligation.

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“Register” has the meaning set forth in Section 2.7(b).

“Reimbursement Date” has the meaning set forth in Section 2.4(h).

“Reimbursement Obligations” means, at any time, with respect to the Revolving Credit Facility, all matured and unpaid reimbursement or repayment obligations of Borrower to any Issuer with respect to amounts drawn under Letters of Credit issued under such Revolving Credit Facility.

“Reinvestment Deferred Amount” means, with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Agilon Restricted Entity in connection therewith that are not initially applied to prepay the Loans pursuant to Section 2.9 as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event” means any Disposition or Property Loss Event in respect of which Borrower has delivered a Reinvestment Notice.

“Reinvestment Notice” means a written notice executed by a Responsible Officer of Borrower stating that no Default or Event of Default has occurred and is continuing and that Borrower (directly or indirectly through one of its Subsidiaries) intends and expects to use all or a specified portion of the Net Cash Proceeds of a Disposition or Property Loss Event to acquire assets useful in the business of Borrower or its Restricted Subsidiaries’ or, in the case of (i) a Property Loss Event, to effect repairs and (ii) a Disposition, to make Capital Expenditures or to pay cash restructuring charges arising in connection with such Disposition.

“Reinvestment Prepayment Amount” means, with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended or required to be expended pursuant to a Contractual Obligation entered into prior to the relevant Reinvestment Prepayment Date to acquire assets useful in business of Borrower or its Restricted Subsidiaries or, in the case of (i) a Property Loss Event, to effect repairs and (ii) a Disposition, to make Capital Expenditures or to pay cash restructuring charges arising in connection with such Disposition.

“Reinvestment Prepayment Date” means, with respect to any Reinvestment Event, the earlier of (a) the date occurring 18 months after the later of the Reinvestment Event and receipt of Net Cash Proceeds from such Reinvestment Event, as the case may be, or, if such Reinvestment Event is in a project authorized by the Board of Directors of Borrower or the relevant Subsidiary that will take longer than 18 months to complete and is subject to a binding written commitment entered during such 18 month period, an additional 6 months after the last day of such 18 month period and (b) the date that is five Business Days after the date on which Borrower shall have notified the Administrative Agent of Borrower’s determination not to acquire replacement assets useful in the business of Borrower or its Restricted Subsidiaries (or, in the case of (i) a Property Loss Event, not to effect repairs and (ii) a Disposition, not to make a Capital Expenditure or to pay cash restructuring charges arising in connection with such Disposition) with all or any portion of the relevant Reinvestment Deferred Amount.

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“Related Billing Entity” means, any Person whose only substantial activity is invoicing and collecting payments for professional medical services on behalf of a Related Professional Corporation or a Subsidiary of the Borrower.

“Related Corporation” means (i) a Related Professional Corporation, (ii) a Related PC Holding Company or (iii) a Related Billing Entity.

“Related Corporation Contracts” means (i) any management, practice support, consulting, succession and similar agreements, entered into on a basis consistent with past practices or entered into in the ordinary course of business, with Related Corporations and (ii) the Combined Affiliate Promissory Notes.

“Related Obligations” has the meaning set forth in Section 10.9.

“Related Parties” means with respect to any Person, such Person’s Affiliates and the partners, officers, directors, trustees, employees, members, agents and controlling persons of such Person and of such Person’s Affiliates and “Related Party” shall mean any of them.

“Related PC Holding Company” means, any Person that is owned, directly or indirectly, by one or more physicians and/or independent contractor physicians, in each case whose subsidiaries are Related Professional Corporations.

“Related Physicians” means, physicians or independent contractors that own, are employed by, or are under contract with, a Related Professional Corporation or a Subsidiary of the Borrower pursuant to Related Corporation Contracts or other arrangements consistent therewith.

“Related Professional Corporation” means, any Person that is owned, directly or indirectly, by one or more physicians and/or independent contractor physicians, in each case to whom a Subsidiary of the Borrower or another Related Professional Corporation provides management services pursuant to a management services, practice support or similar agreement.

“Related Security” means, with respect to any Receivable all of the applicable Special Purpose Entity’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the financing or lease of which by the applicable Agilon Entity gave rise to such Receivable, and all insurance contracts with respect thereto, all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable, all guaranties, letters of credit, letter-of-credit rights, supporting obligations, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the contract related to such Receivable or otherwise, all service contracts and other contracts and agreements associated with such Receivable, all records related to such Receivable, all of the applicable Special Purpose Entities’ right, title and interest in, to and under the applicable Securitization Facility documentation.

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“Related Taxes” means (x) any Taxes (other than federal, state or local Taxes measured by income and federal, state or local withholding imposed by any government or other taxing authority on payments made by Holdings or any Parent Entity other than to Holdings or another Parent Entity), required to be paid by Holdings or any Parent Entity by virtue of its being incorporated or having Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than Borrower, any of its Subsidiaries, any Related Corporation, Holdings or any Parent Entity), or being a holding company parent of Borrower, any of its Subsidiaries, Holdings or any Parent Entity, or being a beneficial owner of any Related Corporation, or receiving dividends from or other distributions in respect of the Stock of Borrower, any of its Subsidiaries, any Related Corporation, Holdings or any Parent Entity, or having guaranteed any obligations of Borrower, any Subsidiary thereof or any Related Corporation, or having made any payment in respect of any of the items for which Borrower or any of its Subsidiaries is permitted to make payments to Holdings or any Parent Entity pursuant to Section 8.5, or acquiring, developing, maintaining, owning, prosecuting, protecting or defending its intellectual property and associated rights (including but not limited to receiving or paying royalties for the use thereof) relating to the business or businesses of Borrower, any Subsidiary thereof or any Related Corporation, (y) any Taxes attributable (i) to Borrower, any of its Subsidiaries or any Related Corporation, with respect to any taxable period (or portion thereof) ending on or prior to the Closing Date, (ii) to the consummation of any of the Transactions, or (iii) to Holdings’ or any Parent Entity’s receipt of (or entitlement to) any payment in connection with the Transactions, including any payment received after the Closing Date pursuant to any agreement related to the Transactions, or (z) if Holdings or any Parent Entity files or is required to file any return with respect to Taxes measured by income on a consolidated, combined, unitary or affiliated basis with Borrower, any of its Subsidiaries or any Related Corporation, any such Taxes for which Holdings or such Parent Entity is liable up to an amount not to exceed, with respect to federal Taxes, the amount of any such Taxes that Borrower, its Subsidiaries and Related Corporations would have been required to pay on a separate company basis, or on a consolidated basis as if Borrower had filed a consolidated return on behalf of an affiliated group (as defined in Section 1504 of the Code) of which it were the common parent, or with respect to state and local taxes, the amount of any such Taxes that Borrower, its Subsidiaries and Related Corporations would have been required to pay on a separate company basis, or on a consolidated, combined, unitary or affiliated basis, as the case may be, as if Borrower had filed a consolidated, combined, unitary or affiliated return on behalf of an affiliated group (as defined in the applicable state or local tax laws for filing such return) consisting only of Borrower, any of its Subsidiaries and any Related Corporation, as applicable.

“Release” means, with respect to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration, in each case, of any Contaminant into the Environment or into or out of any property owned by such Person, including the movement of Contaminants through or in the air, soil, surface water, ground water or property.

“Relevant Four Fiscal Quarter Period” has the meaning set forth in Section 9.3.

“Relevant Parent Entity” means (i) Parent so long as Parent is not a Subsidiary of a Parent Entity and the Borrower is a Subsidiary of Parent and (ii) any Parent Entity so long as Borrower is a direct or indirect Subsidiary thereof and such Parent Entity is not a Subsidiary of any other Parent Entity.

“Remedial Action” means all actions required under Environmental Laws to (a) clean up, remove, treat or in any other way address any Release, (b) prevent the Release or threat of Release or minimize the further Release so that a Contaminant does not migrate or endanger or threaten to endanger the Environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care.

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“Repricing Amendment” has the meaning set forth in Section 11.1(e).

“Required Prepayment Date” has the meaning set forth in Section 2.9(d).

“Requirement of Law” means, with respect to any Person, the common law and all federal, state, local and foreign laws, rules and regulations, orders, judgments, decrees and other determinations of any Governmental Authority or arbitrator, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject; provided that the foregoing shall not apply to non-binding recommendations of any Governmental Authority.

“Requisite Lenders” means, collectively, Lenders having more than 50% of the sum of (a) the aggregate outstanding amount of the Revolving Credit Commitments or, after the Revolving Credit Termination Date, the Revolving Credit Outstandings and (b) the aggregate principal amount of all Term Loans then outstanding. Any Revolving Credit Commitments, Revolving Credit Outstandings and Term Loans held by a Defaulting Lender shall be excluded from any calculation of “Requisite Lenders”.

“Requisite Revolving Credit Lenders” means, collectively, Lenders having more than 50% of the sum of the aggregate outstanding amount of the Revolving Credit Commitments or, after the Revolving Credit Termination Date, the Revolving Credit Outstandings. Any Revolving Credit Commitments and Revolving Credit Outstandings held by a Defaulting Lender shall be excluded from any calculation of “Requisite Revolving Credit Lenders.”

“Requisite Term Loan Lenders” means Term Loan Lenders having more than 50% of the aggregate principal amount of all Term Loans then outstanding.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, with respect to any Person, any of the following officers of such Person: (a) the chief executive officer or the president or any managing member or general partner of such Person and, with respect to financial matters, the chief financial officer, the treasurer or the controller of such Person, (b) any vice president of such Person or, with respect to financial matters, any assistant treasurer or assistant controller of such Person, who has been designated in writing to the Administrative Agent as a Responsible Officer by such chief executive officer or president of such Person or, with respect to financial matters, such chief financial officer of such Person, (c) with respect to Section 6.2 and without limiting the foregoing, the general counsel of such Person and (d) with respect to ERISA matters and without limiting the foregoing, the vice president – human resources (or substantial equivalent) of such Person.

“Restricted Payment” means (a) any dividend, distribution or any other payment whether direct or indirect, on account of any Stock or Stock Equivalents of Borrower or any of its Subsidiaries now or hereafter outstanding and (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Stock or Stock Equivalents of Borrower or any of its Subsidiaries now or hereafter outstanding, other than (in the case of both clauses (a) and (b)) any that are payable solely to Borrower or one or more Subsidiary Guarantors.

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“Restricted Subsidiary” means any Subsidiary of Borrower that is not an Unrestricted Subsidiary.

“Revolving Availability” means, as of any date of determination, the amount (if any) by which the Revolving Credit Commitments exceed the aggregate principal amount of the Revolving Credit Outstandings, in each case as of such date.

“Revolving Credit Borrowing” means Revolving Loans made on the same day by the Revolving Credit Lenders ratably according to their respective Revolving Credit Commitments.

“Revolving Credit Commitment” means an Initial Revolving Credit Commitment, a Supplemental Revolving Credit Commitment, an Incremental Revolving Credit Commitment, an Extended Revolving Commitment or a Specified Refinancing Revolving Commitment and “Revolving Credit Commitments” means all of them, collectively.

“Revolving Credit Exposure” means, as to any Revolving Credit Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Revolving Credit Lender’s participation in Letter of Credit Obligations at such time.

“Revolving Credit Facility” means the Revolving Credit Commitments and the provisions herein related to the Revolving Loans and Letters of Credit.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.

“Revolving Credit Note” means a promissory note of Borrower payable to any Revolving Credit Lender or its registered assigns in a principal amount of up to such Lender’s Revolving Credit Commitment, with an annex evidencing the aggregate Indebtedness of such Borrower to such Lender resulting from the Revolving Loans owing to such Lender.

“Revolving Credit Outstandings” means, at any particular time, the sum of (a) the principal amount of the Revolving Loans outstanding at such time and (b) the Letter of Credit Obligations of Borrower outstanding at such time.

“Revolving Credit Termination Date” means the earliest of (a) the Scheduled Termination Date, (b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.5 or Section 9.2 and (c) the date on which the Obligations become due and payable pursuant to Section 9.2.

“Revolving Loan” means an Initial Revolving Loan, a loan made pursuant to a Supplemental Revolving Credit Commitment, an Incremental Revolving Loan, an Extended Revolving Loan or a Specified Refinancing Revolving Loan and “Revolving Loans” means all of them, collectively.

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“Rollover Indebtedness” means Indebtedness of Borrower or a Guarantor issued to any Lender in lieu of all or part of such Lender’s pro rata portion of any repayment of Term Loans made pursuant to Section 2.8(b); so long as (other than in connection with a refinancing in full of the Facilities) (a) such Indebtedness would not have a final stated maturity or weighted average life to maturity earlier or shorter than the final stated maturity or remaining weighted average life to maturity of the Term Loans being repaid and (b) such Indebtedness shall be subject to the requirements of clauses (a)(i), (ii), (iii), (vii) and (viii) of the proviso to Section 2.24(a).

“Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing by Borrower or any of its Subsidiaries of real or personal property which has been or is to be sold or transferred by Borrower or any such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of Borrower or such Subsidiary.

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of any Sanctions broadly prohibiting dealings with such country or territory.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union or the United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country, in each case except to the extent that dealings with such Person are licensed, approved, exempted or permitted pursuant to applicable Sanctions or otherwise lawful or (c) any Person owned or controlled by any such Person, where the relevant Sanctions provide that persons owned or controlled (as such term is interpreted in the relevant regulations or in any guidance related to such regulations) by such Sanctioned Person should also be subject to Sanctions.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“Scheduled Termination Date” means February 18, 2024; provided that upon a Qualifying Threshold IPO, the Scheduled Termination Date shall be February 18, 2026.

“SEC” means the Securities and Exchange Commission or any successor thereto.

“Section 2.22 Additional Amendment” has the meaning set forth in Section 2.22(c).

“Secured Leverage Ratio” means, with respect to any Person for any period, the ratio of (a) Financial Covenant Debt of such Person and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP as of the last day of such period that in each case is then secured by Liens on property or assets of the Borrower and/or its Restricted Subsidiaries (other than property or assets irrevocably held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby) minus the aggregate amount of Unrestricted Cash and Cash Equivalents held by such Person and its Restricted Subsidiaries (excluding, for the avoidance of doubt, any Unrestricted Cash and Cash Equivalents irrevocably held in a defeasance or similar trust arrangement for the benefit of any Indebtedness secured thereby and the proceeds of any Indebtedness that are (in the good faith judgment of the Borrower) not intended to be used for working capital purposes) to (b) EBITDA for such Person and its Restricted Subsidiaries for such period.

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“Secured Obligations” means (a) in the case of Borrower, the Obligations of Borrower and, (b) in the case of each Loan Party (including Borrower), (i) the obligations of such Loan Party under each Guaranty and the other Loan Documents to which it is a party, (ii) the obligations of such Loan Party under any Hedging Contract entered into in connection herewith with any Person that was a Lender or any Affiliate at the time it entered into such Hedging Contract thereof and (iii) any Cash Management/Letter of Credit Obligations of Borrower or any Subsidiary thereof; provided, that, any Cash Management/Letter of Credit Obligations incurred pursuant to clause (ii) of the definition thereof shall only constitute Secured Obligations up to a maximum aggregate amount equal to (A) at any time prior to a Qualifying Threshold IPO, $25,000,000 or (B) at any time following a Qualifying Threshold IPO, $75,000,000. With respect to any Guarantor, if and to the extent, under the Commodity Exchange Act or any rule, regulation or order of the CFTC (or the application or official interpretation of any thereof), all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest for, the obligation (the “Excluded Borrower Obligation”) to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (or the analogous term or section in any amended or successor statute) is or becomes illegal, the Secured Obligations guaranteed by such Guarantor shall not include any such Excluded Borrower Obligation.

“Secured Parties” means the Lenders, the Issuers, the Administrative Agent and any other holder of any Secured Obligation.

“Securities Account” has the meaning specified in the UCC.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Securitization Assets” means (i) all existing or hereafter acquired or arising Receivables of Borrower or any of its Subsidiaries that are sold, assigned or otherwise transferred pursuant to a Securitization Facility, (ii) the Related Security with respect to the Receivables referred to in clause (i) above, (iii) the collections and proceeds of the Receivables and Related Security referred to in clauses (i) and (ii) above, (iv) all lockboxes, lockbox accounts, collection accounts or other Deposit Accounts into which such collections are deposited and which have been specifically identified and consented to by the Administrative Agent and (v) all other rights and payments which relate solely to such Receivables.

“Securitization Facility” means each transaction or series of related transactions that effect the securitization of Receivables, including in connection with any Financing Disposition.

“Securitization Subsidiary” means any Subsidiary established by Borrower for the sole purpose of consummating one or more Securitization Facilities and in respect of which neither Borrower nor any Subsidiary of Borrower has any obligation to maintain or preserve such Securitization Subsidiary’s financial condition or cause such Securitization Subsidiary to achieve specified levels of operating results.

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“Security” means any Stock, Stock Equivalent, voting trust certificate, bond, debenture, note or other evidence of Indebtedness, whether secured, unsecured, convertible or subordinated, or any certificate of interest, share or participation in, or any temporary or interim certificate for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing, but shall not include any evidence of the Obligations.

“Selling Lender” has the meaning set forth in Section 11.8(a).

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as that Regulation is in effect on the Closing Date.

“Solicited Discount Proration” has the meaning set forth in Section 2.8(c).

“Solicited Discounted Prepayment Amount” has the meaning set forth in Section 2.8(c).

“Solicited Discounted Prepayment Notice” means an irrevocable written notice of Borrower Solicitation of Discounted Prepayment Offers made pursuant to Section 2.8(c)(iv) substantially in the form of Exhibit Q.

“Solicited Discounted Prepayment Offer” means the irrevocable written offer by each Term Loan Lender, substantially in the form of Exhibit R, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

“Solicited Discounted Prepayment Response Date” has the meaning set forth in Section 2.8(c).

“Solvent” and “Solvency” means, with respect to Borrower and its Subsidiaries on the Closing Date, on a consolidated basis, (i) the Fair Value and Present Fair Salable Value of the assets of Borrower and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) Borrower and its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iii) Borrower and its Subsidiaries taken as a whole will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature (all capitalized terms used in this definition other than “Borrower” and “Subsidiary” shall have the meaning assigned to such terms in the form of solvency certificate attached hereto as Exhibit T).

“Special Purpose Entity” means (x) any Securitization Subsidiary or (y) another Person (other than an Agilon Restricted Entity) that is engaged in the business of acquiring, selling, collecting, financing or refinancing Securitization Assets.

“Special Purpose Financing Undertakings” means representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by Borrower or any of its Subsidiaries that Borrower determines in good faith are customary or otherwise necessary or advisable in connection with a Securitization Facility or a Financing Disposition; provided that, subject to the foregoing, (x) it is understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes or (ii) obligations relating to Hedging Contracts entered into by Borrower or any its Subsidiaries, in respect of any Securitization Facility and (y) subject to the preceding clause (x), any such other agreements and undertakings shall not include the incurrence of any Guaranty Obligations of Indebtedness of a Securitization Subsidiary by Borrower or any of its Subsidiaries that is not a Securitization Subsidiary.

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“Special Purpose Vehicle” means any special purpose funding vehicle used by any Lender to fund the Loans hereunder and identified as such in writing by such Lender to the Administrative Agent.

“Specified Discount” has the meaning set forth in Section 2.8(c).

“Specified Discount Prepayment Amount” has the meaning set forth in Section 2.8(c).

“Specified Discount Prepayment Notice” means an irrevocable written notice of Borrower of Specified Discount Prepayment made pursuant to Section 2.8(c)(ii) substantially in the form of Exhibit L.

“Specified Discount Prepayment Response” means the written response by each Term Loan Lender, substantially in the form of Exhibit M, to a Specified Discount Prepayment Notice.

“Specified Discount Prepayment Response Date” has the meaning set forth in Section 2.8(c).

“Specified Discount Proration” has the meaning set forth in Section 2.8(c).

“Specified Equity Contribution” has the meaning set forth in Section 9.3.

“Specified Existing Tranche” has the meaning set forth in Section 2.22(a).

“Specified Refinancing Amendment” means an amendment to this Agreement effecting the incurrence of Specified Refinancing Facilities in accordance with Section 2.24.

“Specified Refinancing Facilities” has the meaning set forth in Section 2.24(a).

“Specified Refinancing Lender” has the meaning set forth in Section 2.24(b).

“Specified Refinancing Loans” has the meaning set forth in Section 2.24(a).

“Specified Refinancing Revolving Commitment” means, as to any Lender, its obligation to make Specified Refinancing Revolving Loans to, and/or participate in Letters of Credit issued on behalf of, the Borrower.

“Specified Refinancing Revolving Facilities” has the meaning set forth in Section 2.24(a).

“Specified Refinancing Revolving Loans” has the meaning set forth in Section 2.24(a).

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“Specified Refinancing Term Loan Facilities” has the meaning set forth in Section 2.24(a).

“Specified Refinancing Term Loans” has the meaning set forth in Section 2.24(a).

“Stock” means shares of capital stock (whether denominated as common stock or preferred stock), beneficial, partnership or membership interests, participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non-voting.

“Stock Equivalents” means all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable.

“Submitted Amount” has the meaning set forth in Section 2.8(c)(iii)(A).

“Submitted Discount” has the meaning set forth in Section 2.8(c)(iii)(A).

“Subordinated Indebtedness” means any Indebtedness of Borrower (whether outstanding on the Closing Date or thereafter incurred) that is expressly subordinated in right of payment to the Obligations pursuant to a written agreement or instrument.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other business entity of which an aggregate of more than 50% of the outstanding Voting Stock is, at the time, directly or indirectly, owned or controlled by such Person or one or more Subsidiaries of such Person. The term “Subsidiary” shall not include any Related Corporation, provided that, for the avoidance of doubt, (a) nothing in this sentence shall limit or otherwise affect the treatment of Related Corporations (including with respect to consolidation) for financial reporting purposes under and in accordance with GAAP and (b) if and to the extent that any Related Corporations are required to be consolidated with the Borrower and its Subsidiaries for financial reporting purposes under and in accordance with GAAP, then for purposes of (i) any financial reporting requirement hereunder (including, without limitation, under Section 6.1) and (ii) any calculation hereunder of Consolidated Net Income, Consolidated Total Assets, EBITDA, Excess Cash Flow, Financial Covenant Debt, the First Lien Leverage Ratio, the Leverage Ratio and the Secured Leverage Ratio, in each case, such Related Corporations shall be included in such financial reporting and/or calculations (as applicable) notwithstanding anything to the contrary herein.

“Subsidiary Guarantor” means each Guarantor other than Holdings.

“Subsidiary Redesignation” has the meaning set forth in the definition of “Unrestricted Subsidiary.”

“Supplemental Revolving Credit Commitments” has the meaning set forth in Section 2.21.

“Tax Affiliate” means, with respect to any Person, (a) any Subsidiary of such Person, and (b) any Affiliate of such Person with which such Person files consolidated, combined or unitary tax returns.

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“Tax Sharing Agreement” means any tax sharing agreement between Parent and Borrower entered into on or prior to the Closing Date, as the same may be amended, restated, supplemented, waived or otherwise modified from time to time in.

“Taxes” means any and all present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (including penalties and interest with respect thereto), now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority.

“Term Loan” means an Initial Term Loan, an Incremental Term Loan, an Extended Term Loan and a Specified Refinancing Term Loan, and “Term Loans” means all of them, collectively.

“Term Loan Borrowing” means Term Loans made on the same day by the Term Loan Lenders ratably according to their respective Term Loan Commitments.

“Term Loan Commitment” means an Initial Term Loan Commitment or an Incremental Term Commitment, and “Term Loan Commitments” means all of them, collectively.

“Term Loan Facility” means the Initial Term Loan Facility, any Incremental Term Facility, any Extended Term Tranche or any Specified Refinancing Term Loan Facility, and “Term Loan Facilities” means all of them, collectively.

“Term Loan Lender” means, at any time, any Lender that is an Initial Term Loan Lender, an Additional Lender under an Incremental Term Facility, an Extending Lender under an Extended Term Tranche or a Specified Refinancing Lender providing Specified Refinancing Term Loans.

“Term Loan Maturity Date” means February 18, 2024; provided that upon the consummation of a Qualifying Threshold IPO, the Initial Term Loan Maturity Date shall be February 18, 2026.

“Term Loan Note” means a promissory note of Borrower payable to any Term Loan Lender or its registered assigns in an original principal amount equal to the Loans made by such Lender to Borrower and evidencing the Indebtedness of Borrower to such Lender resulting from the Term Loans owing to such Lender.

“Term Loan Outstanding Amount” means, with respect to any Term Loan, at any particular time, the principal amount of such Term Loan outstanding at such time after giving effect to any borrowings and prepayments or repayments thereof.

“Title IV Plan” means a pension plan, other than a Multiemployer Plan, covered by Title IV of ERISA and to which Holdings, Borrower or any ERISA Affiliate has any obligation or liability (contingent or otherwise).

“Tranche” (a) when used with respect to Term Loans or Term Loan Commitments, refers to whether such Term Loans or Term Loan Commitments are (i) Initial Term Loans or Initial Term Loan Commitments, (ii) Incremental Term Loans or Incremental Term Loan Commitments with the same terms and conditions made on the same day, (iii) Extended Term Loans with the same terms or (iv) Specified Refinancing Term Loan

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Facilities with the same terms and conditions made on the same day and (b) when used with respect to Revolving Credit Commitments or Revolving Loans, refers to whether such Revolving Credit Commitments or Revolving Loans are (i) Initial Revolving Credit Commitments or Initial Revolving Loans, (ii) Incremental Revolving Credit Commitments or Incremental Revolving Loans with the same terms made on the same day, (iii) Extended Revolving Loans with the same terms or (iv) Specified Refinancing Revolving Facilities with the same terms and conditions made on the same day.

“Transactions” means, collectively, any or all of the following: (i) the Existing Credit Facilities Refinancing Date Transaction, (ii) [reserved], (iii) the entry into this Agreement and incurrence of Indebtedness hereunder by one or more of Holdings, Borrower and its Subsidiaries and (iv) all other transactions relating to any of the foregoing (including payment of fees and expenses related to any of the foregoing).

“Type” means, with respect to a Loan, its category as a Base Rate Loan or LIBO Rate Loan.

“UCC” has the meaning specified in the Pledge and Security Agreement.

“UK Financial Institution” means any means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Undisclosed Administration” means, in relation to a Lender, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.

“Unfunded Pension Liabilities” means, with respect to Borrower or any of its ERISA Affiliates at any time, the sum of (a) the amount, if any, by which the present value (within the meaning of Section 3(27) of ERISA) of the aggregate benefit liabilities (within the meaning specified in Section 4001 of ERISA) under each Title IV Plan (other than any Title IV Plan subject to Section 4063 of ERISA), determined as of the end of such Title IV Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes pursuant to ERISA Section 302(c)(3) in such Plan’s most recent actuarial valuation report, exceeds the aggregate current value (within the meaning of Section 3(26) of ERISA) of the assets of such Title IV Plan allocable to such benefits in accordance with Title IV of ERISA, as determined for the most recent valuation date for such Title IV Plan using the actuarial assumptions as set forth in such report, or (b) with respect to each Foreign Plan, the amount, if any, by which the present value of all benefit obligations under such plan exceed the fair market value of assets attributable to such plan (determined for the most recent valuation date for such plan using the actuarial assumptions in effect for such plan set forth in the actuarial valuation report).

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“United States person” has the meaning set forth in Section 7701(a)(30) of the Code.

“Unrestricted Cash” means, as at any date of determination, the aggregate amount of cash and Cash Equivalents included in the cash accounts listed on the consolidated balance sheet of Borrower and its Restricted Subsidiaries as at such date to the extent such cash and Cash Equivalents are not classified as “restricted” for financial statement purposes of GAAP as at such date (or are classified as “restricted” because of a contractual requirement that any net cash proceeds be reinvested in other assets or used to prepay First Lien Debt incurred in compliance with this Agreement or that it be subject to a security interest to secure payment of First Lien Debt incurred in compliance with this Agreement and the Secured Obligations on a pari passu basis (or any combination of the foregoing or other similar requirements)).

“Unrestricted Subsidiary” means (A) any Subsidiary of Borrower designated by Borrower as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent; provided that Borrower shall only be permitted to designate a Subsidiary as an Unrestricted Subsidiary after the Closing Date so long as (a) no Event of Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial covenants set forth in Article V, for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1, calculated on a Pro Forma Basis, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by Borrower or any of its Restricted Subsidiaries) through Investments as permitted by, and in compliance with Section 8.3 and (d) without duplication of clause (c), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 8.3 and (B) any subsidiary of an Unrestricted Subsidiary. Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (i) no Event of Default has occurred and is continuing or would result therefrom, and (ii) immediately after giving effect to such Subsidiary Redesignation, Borrower shall be in compliance with the financial covenants set forth in Article V, for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1, calculated on a Pro Forma Basis.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 2.16(f).

“Unused Commitment Fee” has the meaning set forth in Section 2.12(a).

“Vantage Promissory Note” means the promissory note made by Vector Vantage Parent, Inc. in favor of the Borrower.

“Voting Stock” means Stock of any Person having ordinary power to vote in the election of members of the Board of Directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have or might have voting power by reason of the happening of any contingency).

“Waivable Mandatory Prepayment” has the meaning set forth in Section 2.9(d).

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“Weighted Average Yield” means with respect to any Loan, on any date of determination, the weighted average yield to maturity (on a per annum percentage basis) including (i) the benefit of any increased interest rate floors and (ii) fees and original issue or other discount payable to all Lenders of the applicable tranche, in each case accruing to the benefit of such Lenders as of the time when such Loans were made (but excluding, with respect to Revolving Loans, any fees and original issue or other discount paid to the Revolving Credit Lenders on the Closing Date).

“Wholly Owned Subsidiary” means, with respect to any Subsidiary of any Person, all of the Stock of such Subsidiary (other than director’s qualifying shares or such other de minimis portion thereof to the extent required by law) is owned by such Person, either directly or indirectly through one or more of its Wholly-Owned Subsidiaries.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, the powers of the applicable Resolution Authority in each case under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.

“Year 2 Losses” has the meaning set forth in the definition of the term “EBITDA”.

Section 1.2 Computation of Time Periods. In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

Section 1.3 Accounting Terms and Principles.

(a) For purposes of making any of the financial covenant calculations required by this Agreement all components of such calculations shall include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired or disposed of by Borrower or any of its Restricted Subsidiaries (including through Permitted Acquisitions) or any Person becoming or ceasing to be a Related Corporation, in each case after the first day of such fiscal period and prior to the end of such period, as determined in good faith by Borrower on a Pro Forma Basis.

(b) Any amount specified in this Agreement or any of the other Loan Documents to be in a currency other than Dollars shall also include the equivalent of such currency in Dollars determined by using the rate of exchange quoted by the Administrative Agent in New York, New York at 11:00 A.M. (New York time) on the date of determination to prime banks in New York for the spot purchase in the New York foreign exchange market of such amount of Dollars with such currency.

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(c) In addition to the foregoing clause (a), for purposes of making any of the First Lien Leverage Ratio, the Leverage Ratio or Secured Leverage Ratio calculations required hereunder (other than under Article V or under the definition of “Applicable Margin” or “Applicable Unused Commitment Fee Rate”) (i) all components of such calculations shall include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired or disposed of by Borrower or any of its Restricted Subsidiaries after the last day of the most recent Financial Covenant Period and including any proposed transaction requiring the calculation of the First Lien Leverage Ratio, the Leverage Ratio or the Secured Leverage Ratio and (ii) Financial Covenant Debt shall be calculated based on the amount outstanding on the date of such First Lien Leverage Ratio, Leverage Ratio or Secured Leverage Ratio calculation, as the case may be, as determined in good faith by Borrower on a Pro Forma Basis.

(d) For purposes of determining any financial ratio or making any financial covenant calculation for any period or a portion of a period prior to the first delivery of Financial Statements pursuant to Section 6.1, (i) EBITDA of Borrower and its Restricted Subsidiaries shall be determined on a Pro Forma Basis based on the financial statements delivered pursuant to Section 3.1(b), (ii) Financial Covenant Debt shall be determined on a Pro Forma Basis for such period based on the Financial Covenant Debt outstanding (or intended to be incurred) at the time such financial ratio or financial covenant calculation is made as determined in good faith by Borrower based on its internally generated financial statements for the most recent fiscal month of Borrower reflecting Financial Covenant Debt outstanding on or after the Closing Date, (iii) First Lien Debt shall be determined on a Pro Forma Basis for such period based on the First Lien Debt outstanding (or intended to be incurred) at the time such financial ratio calculation is made as determined in good faith by Borrower based on its internally generated financial statements for the most recent fiscal month of Borrower reflecting First Lien Debt outstanding on or after the Closing Date and (iv) Consolidated Interest Expense shall be determined in good faith by Borrower on an annualized basis based on its internally generated financial statements for the most recent fiscal month of Borrower reflecting Financial Covenant Debt outstanding on or after the Closing Date.

(e) To the extent compliance with the covenant set forth in Section 5.1 is being calculated as of a date that is prior to the first test date under such Section 5.1, in order to determine the permissibility of an action by one or more of Borrower and its Restricted Subsidiaries, such compliance shall be tested for such purpose against the level required in Section 5.1 as of the Financial Covenant Period ending March 31, 2021.

(f) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Default or Event of Default, as applicable, exists on the date (x) a definitive agreement for such Limited Condition Transaction is entered into or (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” (or any equivalent thereof) of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable

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jurisdiction). For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (f), and any Default, Event of Default or specified Default or Event of Default, as applicable, occurs following the date (x) a definitive agreement for the applicable Limited Condition Transaction was entered into or (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Default or Event of Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

(g) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of:

(i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, Leverage Ratio or the Secured Leverage Ratio (including compliance with the covenant set forth in Section 5.1 on a Pro Forma Basis);

(ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets); or

(iii) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement;

in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date (x) a definitive agreement for such Limited Condition Transaction is entered into or (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction), as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Financial Covenant Period ending prior to the LCT Test Date for which Financial Statements have been delivered pursuant to Section 6.1, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with; provided that (a) if financial statements for one or more subsequent Fiscal Quarters or Fiscal Years shall have been delivered pursuant to Sections 6.1(a) or 6.1(b), the Borrower may elect, in its sole discretion, to re-determine all such ratios, baskets or amounts on the basis of such financial statements, in which

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case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, baskets or amounts and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, baskets or amounts (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof). For purposes of determining compliance with any ratio, basket or amount on the applicable LCT Test Date, Consolidated Interest Expense for purposes of the EBITDA will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as determined by the Borrower in good faith, which determination shall be conclusive. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in exchange rates or EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such ratios, baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket or amount availability with respect to the Incurrence or Discharge of Indebtedness or Liens, or the making of Investments, Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which (1) such Limited Condition Transaction is consummated, (2) the definitive agreement for, or firm offer in respect of, such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction or (3) such notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Capital Stock of Preferred Stock is revoked or expires without consummation, any such ratio, basket or amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or Discharge of Indebtedness and the use of proceeds thereof) have been consummated.

(h) For purposes of calculating the principal amount of Indebtedness permitted to be incurred pursuant to (x) Section 8.1(c) or (y) Section 8.1(q) in reliance of the ratio test in clause (B)(x) of the proviso of such clause (collectively, the “Ratio-Based Debt Baskets”), any pro forma calculation of First Lien Leverage Ratio, Secured Leverage Ratio or Leverage Ratio, as applicable, shall be determined without giving effect to any other incurrence of Indebtedness on the date of determination pursuant to any other clause or sub-clause of Section 8.1 other than Ratio-Based Debt Baskets.

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Section 1.4 Certain Terms.

(a) The terms “herein,” “hereof” and “hereunder” and similar terms refer to this Agreement as a whole, and not to any particular Article, Section, subsection or clause in, this Agreement. With respect to any Default or Event of Default, the words “exists,” “is continuing” or similar expressions with respect thereto shall mean that such Default or Event of Default has occurred and has not yet been cured or waived. If any Default or Event of Default has occurred hereunder (any such Default or Event of Default, an “Initial Default”) and is subsequently cured (a “Cured Default”), any other Default, Event of Default or failure of a condition precedent that resulted or may have resulted from (i) the making or deemed making of any representation or warranty by any Loan Party or (ii) any act or omission by any Loan Party or any Subsidiary of any Loan Party, in each case which subsequent Default, Event of Default or failure would not have arisen had the Cured Default not been continuing at the time of such representation, warranty, action or omission, shall be deemed to automatically be cured or satisfied, as applicable, upon, and simultaneously with, the cure of the Cured Default, so long as at the time of such representation, warranty, action or omission, no Responsible Officer of the Borrower had knowledge of any such Initial Default. To the extent not already so notified, the Borrower Representative will provide prompt written notice of any such automatic cure to the Administrative Agent after a Responsible Officer of the Borrower knows of the occurrence of any such automatic cure. Any time period in this Agreement to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction to the extent such actual or alleged Default or Event of Default is the subject of litigation.

(b) Unless otherwise expressly indicated herein, (i) references in this Agreement to the preamble or recitals or to an Exhibit, Schedule, Article, Section, clause or sub-clause refer to the appropriate Exhibit or Schedule to, or Article, Section, clause or sub-clause in this Agreement and (ii) the words “above” and “below”, when following a reference to a clause or a sub-clause of any Loan Document, refer to a clause or sub-clause within, respectively, the same Section or clause.

(c) Each agreement defined in this Article I shall include all appendices, exhibits and schedules thereto. Unless the prior written consent of the Requisite Lenders (or such greater number of Lenders as may be required hereunder) is required hereunder for an amendment, restatement, supplement or other modification to any such agreement and such consent is not obtained, references in this Agreement to such agreement shall be to such agreement as so amended, restated, supplemented or otherwise modified. Any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder.

(d) References in this Agreement to any statute shall be to such statute as amended or modified, together with any successor legislation, in each case in effect at the time any such reference is operative.

(e) The term “including” when used in any Loan Document means “including without limitation” except when used in the computation of time periods.

(f) The terms “Lender,” “Issuer” and “Administrative Agent” include, without limitation, their respective successors.

(g) Upon the appointment of any successor Administrative Agent pursuant to Section 10.6, references to JPMorgan in Section 10.3 shall be deemed to refer to the financial institution then acting as the Administrative Agent or one of its Affiliates if it so designates.

(h) Any references herein or under any other Loan Document to a security interest being “granted” or “perfected” shall be deemed to refer to a grant or perfection under the Uniform Commercial Code of any U.S. jurisdiction and to similar provisions, concepts or terms under the law of any other jurisdiction (it being understood that in jurisdictions where no such similar provisions, concepts or terms exist, the terms “granted” or “perfected” shall not be given any effect hereunder or under any other Loan Document).

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(i) In connection with any action being taken in connection with a Limited Condition Transaction, except for any Loan or Issuance in respect of the Initial Revolving Credit Facility, for purposes of determining compliance with any provision of this Agreement or any other Loan Document which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (i), and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

(j) Unless otherwise specified herein, the baskets set forth in Article VIII of this Agreement (or in any defined term used in Article VIII) shall be tested solely at the time of consummation of the relevant transaction or action utilizing any of such baskets and, for the avoidance of doubt, if any of such baskets are exceeded as a result of fluctuations to Consolidated Total Assets for the most recently completed Financial Covenant Period after the last time such baskets were calculated for any purpose under Article VIII, such baskets will not be deemed to have been exceeded as a result of such fluctuations. If any Indebtedness or Liens securing Indebtedness are incurred to refinance Indebtedness or Liens securing Indebtedness, in each case, initially incurred in reliance on a basket measured by reference to a percentage of Consolidated Total Assets at the time of incurrence, and such refinancing would cause the percentage of Consolidated Total Assets restriction to be exceeded if calculated based on the Consolidated Total Assets on the date of such refinancing, such percentage of Consolidated Total Assets restriction shall not be deemed to be exceeded so long as the principal amount of such Indebtedness or Indebtedness secured by such Liens, as applicable, does not exceed the principal amount of such Indebtedness or Indebtedness secured by such Liens, as applicable, being refinanced, plus an amount equal to premiums, defeasance costs and fees and expenses in connection therewith.

(k) Any reference herein to financial statements of the Borrower being available will also refer to those financial statements of a Parent Entity whose financial statements satisfy the Borrower’s reporting obligations under Section 6.1.

(l) Any reference herein or in any other Loan Document to (i) a transfer, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (collectively, a “Division”), as if it were a transfer, assignment, sale or transfer, or similar term, as applicable, to a separate Person, and (ii) a merger, consolidation, amalgamation or consolidation, or similar term, shall be deemed to apply to the division of or by a limited liability company, or an allocation of assets to a series of a limited liability company, or the unwinding of such a division or allocation, as if it were a merger, consolidation, amalgamation or consolidation or similar term, as applicable, with a separate Person. Any Division of a limited liability company, corporation or partnership shall be deemed to constitute the formation of a separate Person, and such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Stock at such time.

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Section 1.5 Loan Document Definitions. The parties hereto agree that, unless otherwise defined or stated therein, capitalized terms used in each Loan Document shall have the meanings ascribed to such terms in this Agreement (as may be amended, restated, supplemented or otherwise modified from time to time).

ARTICLE II

THE FACILITIES

Section 2.1 The Initial Commitments.

(a) Initial Revolving Credit Commitments. On the terms and subject to the conditions contained in this Agreement, each Initial Revolving Credit Lender severally and not jointly agrees to make loans to Borrower in Dollars (each an “Initial Revolving Loan”), in each case in accordance with such Revolving Credit Lender’s Initial Revolving Credit Commitment, from time to time on any Business Day during the period from the Closing Date until the day that is one Business Day prior to the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Revolving Credit Lender not to exceed such Initial Revolving Credit Lender’s Revolving Credit Commitment; provided that at no time shall any Revolving Credit Lender be obligated to make an Initial Revolving Loan which would exceed such Lender’s Ratable Portion of the Available Credit. Within the limits of each Lender’s Initial Revolving Credit Commitment, amounts of Revolving Loans repaid may be reborrowed under this Section 2.1.

(b) Initial Term Loan Commitments. On the Closing Date, on the terms and subject to the conditions contained in this Agreement, each Initial Term Loan Lender severally and not jointly agrees to make a term loan in Dollars to Borrower in an amount not to exceed such Lender’s Initial Term Loan Commitment which Initial Term Loan shall be available to Borrower pursuant to such Lender’s Ratable Portion of the Initial Term Loan Commitments. Amounts of Initial Term Loans repaid or prepaid may not be reborrowed. The undrawn amount of the Initial Term Loan Commitment following the borrowing of the Initial Term Loans on the Closing Date, if any, shall be automatically cancelled and terminated.

Section 2.2 Borrowing Procedures.

(a) Revolving Credit Borrowings. Each Revolving Credit Borrowing shall be made on notice given by Borrower to the Administrative Agent not later than (i) 1:00 P.M. (New York time) on the Business Day at the proposed Revolving Credit Borrowing, in the case of a Borrowing of Base Rate Loans and (ii) 1:00 P.M. New York time, three Business Days (or, with respect to the Closing Date, such shorter period as may be agreed by the Administrative Agent), in the case of a Borrowing of LIBO Rate Loans. Each such notice shall be in substantially the form of Exhibit C (a “Notice of Borrowing”), specifying (A) the date of such proposed Revolving Credit Borrowing, (B) the aggregate amount of such proposed Revolving Credit Borrowing, (C) whether any portion thereof will be of Base Rate Loans or LIBO Rate Loans and (D) the initial Interest Period or Interest Periods for any such LIBO Rate Loans. Any Notice of Borrowing delivered in connection with the funding of the Facilities on the Closing Date may be revoked by Borrower subject to Section 2.14(e) hereof. The Revolving Loans shall be made as Base Rate Loans unless, subject to Section 2.14, the Notice of Borrowing specifies that all or a portion thereof shall be LIBO Rate Loans. Each Revolving Credit Borrowing shall be in an aggregate amount that is not less than $1,000,000.

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(b) Term Loan Borrowings. All Borrowings of Term Loans shall be made upon receipt of a Notice of Borrowing given by Borrower to the Administrative Agent not later than 1:00 p.m. (New York Time) (i) one Business Day prior to the Closing Date, in the case of Initial Term Loans, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the Closing Date, in the case of Initial Term Loans, in the case of a Borrowing of LIBO Rate Loans. The Notice of Borrowing shall specify (A) the Closing Date, (B) the aggregate amount of such proposed Borrowings, (C) whether any portion thereof will be made as Base Rate Loans or LIBO Rate Loans and (D) the initial Interest Period or Interest Periods for any such LIBO Rate Loans. Any Notice of Borrowing delivered in connection with the funding of the Facilities on the Closing Date may be revoked by Borrower subject to Section 2.14(e) hereof. Term Loans shall be made as Base Rate Loans unless (subject to Section 2.14) the Notice of Borrowing specifies that all or a portion thereof shall be LIBO Rate Loans.

(c) The Administrative Agent shall give to each applicable Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing and, if LIBO Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a). Each Lender shall, before 12:00 P.M. (New York time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.9, in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the conditions set forth in Section 3.1 and Section 3.2, as applicable, the Administrative Agent will promptly make such funds available to Borrower and in any event within one Business Day thereafter.

(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any proposed Borrowing with respect to which such Lender holds a Commitment that such Lender shall not make available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing, the Administrative Agent may assume that such Lender has made such Ratable Portion available to the Administrative Agent on the date of such Borrowing in accordance with this Section 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Portion available to the Administrative Agent within three Business Days of the date of such Borrowing, such Lender and Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate for the first Business Day and thereafter at the interest rate applicable at the time to the Loans comprising such Borrowing. If such Lender shall repay to the Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. If Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to Borrower.

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(e) The occurrence of any Revolving Credit Lender becoming a Defaulting Lender shall not relieve any other Revolving Credit Lender of its obligations to make such Loan or payment on such date but no such other Revolving Credit Lender shall be responsible for the failure of any Defaulting Lender to make a Loan or a payment required under this Agreement.

Section 2.3 [Reserved].

Section 2.4 Letters of Credit.

(a) Subject to the terms and conditions set forth herein, each Issuer agrees to Issue and amend (including, without limitation, to increase or decrease the stated amount of each Letter of Credit) at the request and for the account of Borrower, or (so long as the Borrower is solely liable hereunder with respect to any Reimbursement Obligations relating to any such Letter of Credit, which liability may, at the request of the Borrower, be evidenced by a Letter of Credit Reimbursement Agreement as described in Section 2.4(e) below) any of the Borrower’s Restricted Subsidiaries or any Related Corporation one or more Letters of Credit from time to time on any Business Day during the period commencing on the Closing Date and ending on the earlier of the Revolving Credit Termination Date and 5 days prior to the Scheduled Termination Date; provided that in the event of any inconsistency between the terms and conditions of this Agreement and the other terms and conditions of any Letter of Credit Request submitted by Borrower or any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding the foregoing, no Issuer shall be under any obligation to, and with respect to clause (iv) below no Issuer shall, Issue any Letter of Credit upon the occurrence of any of the following:

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuer from Issuing such Letter of Credit or any Requirement of Law applicable to such Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) not in effect on the Closing Date or result in any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuer as of the Closing Date and that such Issuer in good faith deems material to it;

(ii) such Issuer shall have received written notice from the Administrative Agent or Borrower, on or prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in (A) for Letters of Credit issued on or prior to the Closing Date, Section 3.1 and (B) for Letters of Credit issued after the Closing Date, Section 3.2 or Section 3.4, in each case, are not then satisfied;

(iii) after giving effect to the Issuance of any such Letter of Credit the Revolving Credit Outstandings would exceed the Revolving Credit Commitments in effect at such time;

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(iv) after giving effect to the Issuance of such Letter of Credit, the sum of (i) the Letter of Credit Undrawn Amounts at such time and (ii) the Reimbursement Obligations at such time would exceed $80,000,000; or

(v) after giving effect to the Issuance of such Letter of Credit, the sum of (i) the Letter of Credit Undrawn Amounts at such time and (ii) the Reimbursement Obligations, in each case with respect to Letters of Credit Issued by such Issuer, at such time would exceed such Issuer’s Letter of Credit Allocation; and

(vi) any fees due in connection with a requested Issuance have not been paid.

None of the Revolving Credit Lenders (other than the Issuers in their capacity as such) shall have any obligation to Issue any Letter of Credit.

(b) In no event shall the expiration date of any Letter of Credit (i) be more than one year after the date of issuance thereof or such longer term as acceptable to the applicable Issuer or (ii) be less than five days prior to the Scheduled Termination Date except to the extent that an amount equal to 103% of such Letter of Credit has been deposited in a Cash Collateral Account or a back-up letter of credit has been issued, in either case on terms satisfactory to the applicable Issuer; provided that any Letter of Credit with a term of one year or longer may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the expiry date referred to in clause (ii) above) or such longer periods as is acceptable the applicable Issuer.

(c) In connection with the Issuance of each Letter of Credit under the Revolving Credit Facility, Borrower shall give the relevant Issuer and the Administrative Agent at least two Business Days’ prior written notice in substantially the form of Exhibit E (or in such other written or electronic form as is acceptable to the Issuer), of the requested Issuance of such Letter of Credit (a “Letter of Credit Request”). Such notice shall be irrevocable and shall specify the Issuer of such Letter of Credit, the stated amount of the Letter of Credit requested, which stated amount shall not be less than $100,000, the date of Issuance of such requested Letter of Credit, the date on which such Letter of Credit is to expire (which date shall be a Business Day), and, in the case of an issuance, the Person for whose benefit the requested Letter of Credit is to be Issued and the Person for whose account the requested Letter of Credit is being issued. Such notice, to be effective, must be received by the relevant Issuer and the Administrative Agent not later than 1:00 P.M. (New York time) on the second Business Day prior to the requested Issuance of such Letter of Credit.

(d) Subject to the satisfaction of the conditions set forth in this Section 2.4, the relevant Issuer shall, on the requested date, Issue a Letter of Credit on behalf of Borrower, a Restricted Subsidiary or Related Corporation, as applicable and subject to the liability requirements described in Section 2.4(a) above, in accordance with such Issuer’s usual and customary business practices. No Issuer shall Issue any Letter of Credit in the period commencing on the first Business Day after it receives written notice from the Administrative Agent that one or more of the conditions precedent contained in Section 3.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The relevant Issuer shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied in connection with the Issuance of any Letter of Credit.

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(e) If requested by the relevant Issuer, prior to the issuance of each Letter of Credit by such Issuer, and as a condition of such Issuance and of the participation of each applicable Revolving Credit Lender in the Letter of Credit Obligations arising with respect thereto, Borrower shall have delivered to such Issuer a letter of credit reimbursement agreement, in such form as the Issuer may employ in its ordinary course of business for its own account (a “Letter of Credit Reimbursement Agreement”), signed by Borrower, and such other documents or items as may be required pursuant to the terms thereof. In the event of any conflict between the terms of any Letter of Credit Reimbursement Agreement and this Agreement, the terms of this Agreement shall govern.

(f) Each Issuer shall:

(i) give the Administrative Agent written notice (or telephonic notice confirmed promptly thereafter in writing, which writing may be a facsimile or electronic mail) of the Issuance of a Letter of Credit Issued by it, of all drawings under a Letter of Credit Issued by it and the payment (or the failure to pay when due) by Borrower of any Reimbursement Obligation when due (which notice the Administrative Agent shall promptly transmit by facsimile, electronic mail or similar transmission to each Revolving Credit Lender);

(ii) upon the request of any Revolving Credit Lender, furnish to such Revolving Credit Lender copies of any Letter of Credit Reimbursement Agreement to which such Issuer is a party and such other documentation as may reasonably be requested by such Revolving Credit Lender; and

(iii) no later than ten Business Days following the last day of each calendar month, provide to the Administrative Agent (and the Administrative Agent shall provide a copy to each Revolving Credit Lender requesting the same) and Borrower separate schedules for documentary and standby Letters of Credit Issued by it, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the Letter of Credit Obligations outstanding at the end of each month and any information requested by Borrower or the Administrative Agent relating thereto.

(g) Immediately upon the Issuance by an Issuer of a Letter of Credit in accordance with the terms and conditions of this Agreement, such Issuer shall be deemed to have sold and transferred to each Revolving Credit Lender and each such Revolving Credit Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Revolving Credit Lender’s Ratable Portion of the Revolving Credit Commitments in such Letter of Credit and the obligations of Borrower with respect thereto (including all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto (in each case to the extent not exceeding such Revolving Credit Lender’s Revolving Credit Commitment).

(h) Borrower agrees to pay to the Issuer of any Letter of Credit the amount of all Reimbursement Obligations owing to such Issuer under any Letter of Credit issued for its account or the account of any of its Restricted Subsidiaries or Related Corporations no later than the date (the “Reimbursement Date”) that is the next succeeding Business Day after Borrower receives written notice from such Issuer that payment has been made under such Letter of Credit, irrespective of any claim, set-off, defense or other right that Borrower may have at any time

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against such Issuer or any other Person; provided that any such Reimbursement Obligations may be paid from the proceeds of Revolving Loans pursuant to Section 2.13(g); provided further that if after giving effect to any payment under any Letter of Credit, the amount of Available Credit is less than the amount of such Reimbursement Obligation owed by Borrower, Borrower may borrow Revolving Loans for the purpose of paying such Reimbursement Obligation owing by it to the extent that after giving effect to such borrowing and reimbursement, the sum of Revolving Credit Outstandings does not exceed the aggregate amount of Revolving Credit Commitments. In the event that any Issuer makes any payment under any Letter of Credit and Borrower shall not have repaid such amount to such Issuer pursuant to this clause (h) or such payment is rescinded or set aside for any reason such Issuer shall promptly notify the Administrative Agent, that shall promptly notify each Revolving Credit Lender of such failure, and each Revolving Credit Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer the amount of such Revolving Credit Lender’s Ratable Portion of such payment in immediately available funds. If the Administrative Agent so notifies such Revolving Credit Lender prior to 12:00 P.M. (New York time) on any Business Day, such Revolving Credit Lender shall make available to the Administrative Agent for the account of such Issuer its Ratable Portion of the amount of such payment on such Business Day in immediately available funds. Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall, except during the continuance of an Event of Default under Section 9.1(f) and notwithstanding whether the conditions precedent set forth in Section 3.2 shall have been satisfied (which conditions precedent the applicable Revolving Credit Lenders hereby irrevocably waive), be deemed to have made a Revolving Loan to Borrower in the principal amount of such payment. Whenever any Issuer receives from Borrower a payment of a Reimbursement Obligation as to which the Administrative Agent has received for the account of such Issuer any payment from a Revolving Credit Lender pursuant to this clause (h), such Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each applicable Revolving Credit Lender, in immediately available funds, an amount equal to such Revolving Credit Lender’s Ratable Portion of the amount of such payment adjusted, if necessary, to reflect the respective amounts the Revolving Credit Lenders have paid in respect of such Reimbursement Obligation.

(i) Borrower’s obligation to pay each Reimbursement Obligation owing by it and the obligations of the applicable Revolving Credit Lenders to make payments to the Administrative Agent for the account of the applicable Issuer with respect to Letters of Credit Issued by it shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, including the occurrence of any Default or Event of Default, and irrespective of any of the following:

(i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein;

(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document;

(iii) the existence of any claim, set off, defense or other right that Borrower, any other party guaranteeing, or otherwise obligated with, Borrower or any of its Subsidiaries, or any other Person may at any time have against the beneficiary under any Letter of Credit, any Issuer, the Administrative Agent or any Lender or any other Person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;

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(iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and

(vi) any other act or omission to act or delay of any kind of the Issuer, the Lenders, the Administrative Agent or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.4, constitute a legal or equitable discharge of Borrower’s obligations hereunder.

Any action taken or omitted to be taken by the relevant Issuer under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence, bad faith or willful misconduct (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), shall not put such Issuer under any resulting liability to Borrower or any Revolving Credit Lender. In determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof, the Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit the Issuer may rely exclusively on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute willful misconduct or gross negligence of the Issuer.

(j) If and to the extent such Revolving Credit Lender shall not have so made its Ratable Portion of the amount of the payment required by clause (h) above available to the Administrative Agent for the account of such Issuer, such Revolving Credit Lender agrees to pay to the Administrative Agent for the account of such Issuer forthwith on demand such amount together with interest thereon, for the first Business Day after payment was first due at the Federal Funds Rate, and thereafter until such amount is repaid to the Administrative Agent for the account of such Issuer, at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. The failure of any Revolving Credit Lender to make available to the Administrative Agent for the account of such Issuer its Ratable Portion of any such payment shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuer its Ratable Portion of any payment on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Administrative Agent for the account of the Issuer such other Revolving Credit Lender’s Ratable Portion of any such payment.

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(k) If any Issuer shall fail to comply with the terms of this Section 2.4, then the Administrative Agent may, in its reasonable discretion, terminate such Person’s role as Issuer hereunder upon ten Business Days prior written notice to such Issuer and Borrower; provided that, at all times there shall be at least one Issuer.

(l) All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

Section 2.5 Reduction and Termination of the Revolving Credit Commitments. Borrower may, upon at least three Business Days’ prior notice to the Administrative Agent, terminate in whole or reduce in part ratably the unused portions of the respective Revolving Credit Commitments of the Revolving Credit Lenders under the Revolving Credit Facility; provided that each partial reduction shall be in an aggregate amount equal to $1,000,000. Any reduction of the aggregate Revolving Credit Commitments pursuant to this Section 2.5 shall be applied to the Revolving Credit Commitments of each Revolving Credit Lender in accordance with each such Lender’s Ratable Portion of such reduction.

Section 2.6 Repayment of Loans.

(a) Borrower promises to repay the entire unpaid principal amount of the Initial Revolving Loans owing by it on the Scheduled Termination Date (it being understood that other provisions of this Agreement may require all or part of such Obligations to be repaid earlier).

(b) Borrower shall repay any Incremental Facility owing by it in accordance with the terms set forth in the applicable Incremental Amendment.

(c) The Borrower promises to repay the Term Loans (A)(i) on the first Business Day following the end of each Fiscal Quarter of Borrower, commencing with the first full Fiscal Quarter ending after a Qualifying Threshold IPO and for each Fiscal Quarter of Borrower thereafter ending prior to the third anniversary of such Fiscal Quarter, in each case in an amount equal to 1.25% of the original principal amount of the Initial Term Loans made on the Closing Date and (ii) on the first Business Day following the end of each Fiscal Quarter of Borrower thereafter, an amount equal to 2.50% of the original principal amount of the Initial Term Loans made on the Closing Date (in each case, as such payments may be reduced from time to time as a result of the application of prepayments pursuant to Section 2.8 and Section 2.9 or increased as a result of any increase in the amount of the Initial Term Loans pursuant to Section 2.21(a)) and (B) on the Term Loan Maturity Date, the remainder of the principal amount of the Initial Term Loans outstanding on such date.

(d) Borrower shall repay any Incremental Term Facility in accordance with the terms set forth in the applicable Incremental Amendment.

Section 2.7 Evidence of Debt.

(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing Indebtedness of Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. In addition, each Lender having sold a participation in any of its Obligations or having identified a Special Purpose Vehicle as such to

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the Administrative Agent, acting as non-fiduciary agent of Borrower solely for this purpose and for tax purposes, shall establish and maintain at its address referred to in Section 11.9 a record of ownership in which such Lender shall register by book entry (i) the name and address of each such Participant and Special Purpose Vehicle (and each change thereto, whether by assignment or otherwise) and (ii) the rights, interests or obligation of each such Participant or Special Purpose Vehicle in any Obligation, in any Revolving Credit Commitment and in any right to receive payment hereunder; provided that no Lender shall have any obligation to disclose all or any portion of any such record of ownership (including the identity of any Participant or Special Purpose Vehicle or any information relating to the interests in any Obligation, Revolving Credit Commitment or other right to receive payment hereunder) to any Person except to the extent that such disclosure is necessary (i) to establish that such Obligation, Revolving Credit Commitment or other right is in registered form under Section 5f.103-1(c) of the U.S. Treasury Regulations or (ii) for the Borrower to enforce its rights hereunder.

(b) The Administrative Agent shall maintain a record of ownership (the “Register”) in which it shall record (i) the amount of each Loan made and, if a LIBO Rate Loan, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable by Borrower to each Lender hereunder, (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower, whether such sum constitutes principal or interest (and the Type of Loan to which it applies), fees, expenses or other amounts due under the Loan Documents and each Lender’s share thereof, if applicable and (iv) the information specified in Section 11.2(d).

(c) The entries made in the accounts and in the Register maintained pursuant to clauses (a) and (b) above shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of Borrower to repay the Loans in accordance with their terms.

(d) Notwithstanding any other provision of the Agreement, in the event that any Lender requests that Borrower execute and deliver a promissory note or notes payable to such Lender in order to evidence the Indebtedness owing to such Lender by Borrower hereunder, Borrower shall promptly execute and deliver a Note or Notes to such Lender evidencing any Term Loans and Revolving Loans, as the case may be, of such Lender, substantially in the forms of Exhibit B-1 or Exhibit B-2, respectively.

Section 2.8 Optional Prepayments.

(a) Revolving Loans. Borrower may, upon at least one Business Day’s prior notice to the Administrative Agent, stating the proposed date, aggregate principal amount of the prepayment and the Tranche(s) of Revolving Loans to be prepaid, prepay the outstanding principal amount of its Revolving Loans in whole or in part; provided that if any prepayment of any LIBO Rate Loan is made by Borrower other than on the last day of an Interest Period for such Loan, Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate principal amount not less than $1,000,000. If any such notice of prepayment is given and not revoked, the principal amount of Revolving Loans specified to be prepaid shall become due and payable on the date specified for such prepayment.

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(b) Term Loans. Borrower may, upon (i) at least three Business Days’ prior notice in the case of LIBO Rate Loans or (ii) at least one Business Day’s prior notice in the case of Base Rate Loans, in each case, to the Administrative Agent stating the proposed date, aggregate principal amount of the prepayment and (subject to the following sentence) the Tranche(s) of Term Loans to be prepaid, prepay the outstanding principal amount of its Term Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided that if any prepayment of any LIBO Rate Loan is made by Borrower other than on the last day of an Interest Period for such Loan, Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that each partial prepayment shall be in an aggregate amount not less than $1,000,000. Any such partial prepayment shall be allocated pro rata among the Initial Term Loans, the Incremental Term Loans, the Extended Term Loans and the Specified Refinancing Term Loans (in each case, to the extent ranking pari passu in right of payment and security with the Initial Term Loans) and shall be applied within each such Tranche of Term Loans to the respective installments of principal thereof in the manner directed by Borrower (or, if no such direction is given, in direct order of maturity); provided that at the request of Borrower, in lieu of such application on a pro rata basis among all such Tranches of Term Loans, such prepayment may be applied to any such Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date of each other Tranche of Term Loans then outstanding or, in the event more than one such Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each other such Tranche of Term Loans then outstanding, to such Tranches on a pro rata basis. If any such notice of prepayment is given and not revoked, the principal amount of the Term Loans specified to be prepaid shall become due and payable on the date specified for such prepayment. Notwithstanding any other provision of this Section 2.8, a Lender may, at its option, and if agreed by Borrower, in connection with any prepayment of Term Loans pursuant to this clause (b), exchange such Lender’s portion of the Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such prepayment (and any such Term Loans so exchanged shall be deemed repaid for all purposes under the Loan Documents).

(c) Discounted Term Loan Prepayments. Notwithstanding anything in any Loan Document to the contrary, Borrower may prepay the outstanding Term Loans (x) through open market purchases (other than with the proceeds of any Revolving Loans) or (y) so long as no Default or Event of Default has occurred and is continuing or would result therefrom on the following basis:

(i) Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section 2.8(c); provided that (A) immediately before and immediately after giving effect to any Discounted Term Loan Prepayment by Borrower, there shall be not less than $30,000,000 of Liquidity, (B) in no event shall any proceeds from Revolving Loans be used to finance any Discount Range Prepayment Offer and (C) Borrower shall not initiate any action under this clause (c) in order to make a Discounted Term Loan Prepayment unless (1) at least ten Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by Borrower on the applicable Discounted Prepayment Effective Date, or (2) at least three Business Days shall have passed since the date Borrower was notified that no Term Loan Lender was

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willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Term Loan Lender. Any Term Loans prepaid pursuant to this Section 2.8(c) shall be immediately and automatically permanently cancelled.

(ii) (A) Subject to the proviso to Section 2.8(c)(i) above, Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the Administrative Agent with three Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (1) any such offer shall be made available to each Term Loan Lender or, at the option of Borrower, to each Term Loan Lender with respect to any Tranche on an individual Tranche basis; provided that if Borrower makes an offer to prepay any later maturing Tranche of Term Loans, it shall make a simultaneous offer to prepay a pro rata share of each earlier maturing Tranche(s) of Term Loans, (2) any such offer shall specify the aggregate Term Loan Outstanding Amount offered to be prepaid (the “Specified Discount Prepayment Amount”), the Tranches of Term Loans subject to such offer and the specific percentage discount to par value (the “Specified Discount”) of the Term Loan Outstanding Amount of such Loans to be prepaid, (3) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000, and (4) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date (subject to Section 2.8(c)(x) below). The Administrative Agent will promptly provide each relevant Term Loan Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Loan Lender to the Administrative Agent (or its delegate) by no later than 5:00 p.m., New York time, on the seventh Business Day after the date of delivery of such notice to the relevant Term Loan Lenders (the “Specified Discount Prepayment Response Date”).

(B) Each relevant Term Loan Lender receiving such offer shall notify the Administrative Agent (or its delegate) by delivery of a Specified Discount Prepayment Response no later than the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount of such Term Loan Lender’s Term Loan Outstanding Amount and Tranches of Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Loan Lender whose Specified Discount Prepayment Response is not received by the Administrative Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept such Borrower Offer of Specified Discount Prepayment.

(C) If there is at least one Discount Prepayment Accepting Lender, Borrower shall make a prepayment of outstanding Term Loans pursuant to this Section 2.8(c)(ii) to each Discount Prepayment Accepting Lender in accordance with the respective Term Loan Outstanding Amount and Tranches of Term Loans specified in such Term Loan Lender’s Specified Discount Prepayment

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Response given pursuant to the foregoing clause (B); provided that, if the aggregate Term Loan Outstanding Amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made on a pro rata basis among the Discount Prepayment Accepting Lenders in accordance with the respective Term Loan Outstanding Amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Administrative Agent (in consultation with Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Administrative Agent shall promptly, and in any case within five Business Days following the Specified Discount Prepayment Response Date, notify (1) Borrower of the respective Term Loan Lenders’ responses to such offer, the Discounted Prepayment Effective Date, and the aggregate Term Loan Outstanding Amount of the Discounted Term Loan Prepayment and the Tranches to be prepaid, (2) each Term Loan Lender of the Discounted Prepayment Effective Date, and the aggregate Term Loan Outstanding Amount and the Tranches of all Term Loans to be prepaid at the Specified Discount on such date, and (3) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the Term Loan Outstanding Amount, Tranche and Type of Loans of such Term Loan Lender to be prepaid at the Specified Discount on such date. Each determination by the Administrative Agent of the amounts stated in the foregoing notices to Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to Borrower shall be due and payable by Borrower on the Discounted Prepayment Effective Date in accordance with Section 2.8(c)(vi) below (subject to Section 2.8(c)(x) below).

(iii) (A) Subject to the proviso to Section 2.8(c)(i) above, Borrower may from time to time solicit Discount Range Prepayment Offers by providing the Administrative Agent with three Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (1) any such solicitation shall be extended or, at the option of Borrower, to each Term Loan Lender or to each Term Loan Lender with respect to any Tranche on an individual Tranche basis; provided that if Borrower makes such a solicitation to any later maturing Tranche of Term Loans, it shall make a simultaneous solicitation for a pro rata share of each earlier maturing Tranche(s) of Term Loans, (2) any such notice shall specify the maximum aggregate Term Loan Outstanding Amount of the relevant Term Loans Borrower is willing to prepay at a discount (the “Discount Range Prepayment Amount”), the Tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the Term Loan Outstanding Amount of such Term Loans willing to be prepaid by Borrower, (3) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000, and (4) each such solicitation by Borrower shall remain outstanding through the Discount Range Prepayment Response Date (subject to Section 2.8(c)(x) below). The Administrative Agent will promptly provide each relevant Term Loan Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding relevant Term Loan Lender to the Administrative Agent (or its delegate) by no later than 5:00 p.m., New York time, on the seventh Business Day after the date of delivery of such notice to the relevant Term Loan

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Lenders (the “Discount Range Prepayment Response Date”). Each relevant Term Loan Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Term Loan Lender is willing to allow prepayment of any or all of its then outstanding Term Loans and the maximum aggregate Term Loan Outstanding Amount and Tranches of such Term Loans such Term Loan Lender is willing to have prepaid at the Submitted Discount (the “Submitted Amount”). Any Term Loan Lender whose Discount Range Prepayment Offer is not received by the Administrative Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

(B) The Administrative Agent shall review all Discount Range Prepayment Offers received by it by the Discount Range Prepayment Response Date and will determine (in consultation with Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this Section 2.8(c)(iii). Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Administrative Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate Term Loan Outstanding Amount equal to the lesser of (1) the Discount Range Prepayment Amount and (2) the sum of all Submitted Amounts. Each Term Loan Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to Section 2.8(c)(iii)(C) or by Section 2.8(c)(xi) below) at the Applicable Discount (each such Term Loan Lender, a “Participating Lender”).

(C) If there is at least one Participating Lender, Borrower shall make a prepayment of the respective outstanding Term Loans of each Participating Lender in the aggregate Term Loan Outstanding Amount and of the Tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the Term Loan Outstanding Amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made on a pro rata basis among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Administrative Agent (in consultation with Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) will

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calculate such proration (the “Discount Range Proration”). The Administrative Agent shall promptly, and in any case within five Business Days following the Discount Range Prepayment Response Date, notify (w) Borrower of the respective Term Loan Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate Term Loan Outstanding Amount of the Discounted Term Loan Prepayment and the Tranches to be prepaid, (x) each Term Loan Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate Term Loan Outstanding Amount and Tranches of all Term Loans to be prepaid at the Applicable Discount on such date, (y) each Participating Lender of the aggregate Term Loan Outstanding Amount and Tranches and Type of Loans of such Lender to be prepaid at the Applicable Discount on such date, and (z) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Administrative Agent of the amounts stated in the foregoing notices to Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to Borrower shall be due and payable by Borrower on the Discounted Prepayment Effective Date in accordance with Section 2.8(c)(vi) (subject to Section 2.8(c)(x) below).

(iv) (A) Subject to the proviso to Section 2.8(c)(i) above, Borrower may from time to time solicit Solicited Discounted Prepayment Offers by providing the Administrative Agent with three Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that (1) any such solicitation shall be extended or, at the option of Borrower, to each Term Loan Lender or to each Term Loan Lender with respect to any Tranche on an individual Tranche basis; provided that if Borrower makes such a solicitation to any later maturing Tranche of Term Loans, it shall make a simultaneous solicitation of a pro rata share of each earlier maturing Tranche(s) of Term Loans, (2) any such notice shall specify the maximum aggregate Term Loan Outstanding Amount of the Term Loans and the Tranches of Term Loans Borrower is willing to prepay at a discount (the “Solicited Discounted Prepayment Amount”), (3) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000, and (4) each such solicitation by Borrower shall remain outstanding through the Solicited Discounted Prepayment Response Date (subject to Section 2.8(c)(x) below). The Administrative Agent will promptly provide each relevant Term Loan Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Term Loan Lender to the Administrative Agent (or its delegate) by no later than 5:00 p.m., New York time on the seventh Business Day after the date of delivery of such notice to the relevant Term Loan Lenders (the “Solicited Discounted Prepayment Response Date”). Each Term Loan Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date, and (z) specify both a discount to par (the “Offered Discount”) at which such Term Loan Lender is willing to allow prepayment of its then outstanding Term Loans and the maximum aggregate Term Loan Outstanding Amount and Tranches of such Term Loans (the “Offered Amount”) such Term Loan Lender is willing to have prepaid at the Offered Discount. Any Term Loan Lender whose Solicited Discounted Prepayment Offer is not received by the Administrative Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount to their par value.

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(B) The Administrative Agent shall promptly provide Borrower with a copy of all Solicited Discounted Prepayment Offers received by it by the Solicited Discounted Prepayment Response Date. Borrower shall review all such Solicited Discounted Prepayment Offers and select, at its sole discretion, the smallest of the Offered Discounts specified by the relevant responding Term Loan Lenders in the Solicited Discounted Prepayment Offers that Borrower is willing to accept (the “Acceptable Discount”), if any; provided that the Acceptable Discount shall not be an Offered Discount that is larger than the smallest Offered Discount for which the sum of all Offered Amounts affiliated with Offered Discounts that are larger than or equal to such smallest Offered Discount would, if purchased at such smallest Offered Discount, yield an amount at least equal to the Solicited Discounted Prepayment Amount. If Borrower elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by Borrower from the Administrative Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this clause (B) (the “Acceptance Date”), Borrower shall submit an Acceptance and Prepayment Notice to the Administrative Agent setting forth the Acceptable Discount. If the Administrative Agent shall fail to receive an Acceptance and Prepayment Notice from Borrower by the Acceptance Date, Borrower shall be deemed to have rejected all Solicited Discounted Prepayment Offers.

(C) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by Administrative Agent by the Solicited Discounted Prepayment Response Date, within five Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted Prepayment Determination Date”), the Administrative Agent will determine (in consultation with Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) the aggregate Term Loan Outstanding Amount and the Tranches of Term Loans (the “Acceptable Prepayment Amount”) to be prepaid by Borrower at the Acceptable Discount in accordance with this Section 2.8(c). If Borrower elects to accept any Acceptable Discount, then Borrower agrees to accept all Solicited Discounted Prepayment Offers received by Administrative Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Lender that has submitted a Solicited Discounted Prepayment Offer to accept prepayment at an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject to any required proration pursuant to the following sentence) at the Acceptable Discount (each such Term Loan Lender, a “Qualifying Lender”). Borrower shall prepay outstanding Term Loans pursuant to this Section 2.8(c)(iv) to each Qualifying Lender in the aggregate Term Loan Outstanding Amount of the Tranches specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered Amount by all

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Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment Amount, prepayment of the Term Loan Outstanding Amount of the Term Loans for those Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall be made on a pro rata basis among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the Administrative Agent (in consultation with Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the Discounted Prepayment Determination Date, the Administrative Agent shall promptly notify (w) Borrower of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the Tranches to be prepaid, (x) each Term Loan Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term Loans and the Tranches to be prepaid at the Applicable Discount on such date, (y) each Qualifying Lender of the aggregate Term Loan Outstanding Amount and the Tranches and Type of Loans of such Term Loan Lender to be prepaid at the Acceptable Discount on such date, and (z) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the Administrative Agent of the amounts stated in the foregoing notices to Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to Borrower shall be due and payable by Borrower on the Discounted Prepayment Effective Date in accordance with Section 2.8(c)(vi) below (subject to Section 2.8(c)(x) below).

(v) In connection with any Discounted Term Loan Prepayment, Borrower and the Lenders acknowledge and agree that the Administrative Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of customary fees and expenses from Borrower in connection therewith.

(vi) If any Term Loan is prepaid in accordance with Section 2.8(c)(ii) through (iv) above, Borrower shall prepay such Term Loans on the Discounted Prepayment Effective Date. Borrower shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative Agent’s Office in immediately available funds not later than 2:00 P.M. (New York time) on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the Term Loans as directed by Borrower. Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date (together with any amounts payable with respect to such prepayment pursuant to Section 2.14(e)). Each prepayment of the outstanding Term Loans pursuant to this Section 2.8(c) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable. The aggregate Term Loan Outstanding Amount of the Tranches of the Term Loans outstanding shall be deemed reduced by the full par value of the aggregate Term Loan Outstanding Amount of the Tranches of Term Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Term Loan Prepayment.

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The Lenders hereby agree that, in connection with a prepayment of Term Loans pursuant to this Section 2.8(c) and notwithstanding anything to the contrary contained in this Agreement, (i) interest payments in respect of the Term Loans may be made on a non-pro rata basis among the Lenders holding such Term Loans to reflect the payment of accrued interest to certain Lenders as provided in this Section 2.8(c)(vi) and (ii) all subsequent prepayments and repayments of the Term Loans (except as otherwise contemplated by this Agreement) shall be made on a pro rata basis among the respective Lenders based upon the then outstanding principal amounts of the Term Loans then held by the respective Lenders after giving effect to any prepayment pursuant to this Section 2.8(c) as if made at par. It is also understood and agreed that prepayments pursuant to this Section 2.8(c) shall not be subject to Section 2.8(b), or, for the avoidance of doubt, Section 11.8(a) or the pro rata allocation requirements of Section 2.13(e).

(vii) To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent, with the provisions in this Section 2.8(c), established by the Administrative Agent acting in its reasonable discretion and as reasonably agreed by Borrower.

(viii) Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 2.8(c), each notice or other communication required to be delivered or otherwise provided to the Administrative Agent (or its delegate) shall be deemed to have been given upon Administrative Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day.

(ix) Each of Borrower and the Lenders acknowledges and agrees that Administrative Agent may perform any and all of its duties under this Section 2.8(c) by itself or through any Affiliate of the Administrative Agent and expressly consents to any such delegation of duties by the Administrative Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions in this Agreement shall apply to each Affiliate of the Administrative Agent and its respective activities in connection with any Discounted Term Loan Prepayment provided for in this Section 2.8(c) as well as to activities of the Administrative Agent in connection with any Discounted Term Loan Prepayment provided for in this Section 2.8(c).

(x) Borrower shall have the right, by written notice to the Administrative Agent, to revoke in full (but not in part) its offer to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date, Discount Range Prepayment Response Date or Acceptance Date, as the case may be (and if such offer is so revoked, any failure by Borrower to make any prepayment to a Term Loan Lender, as applicable, pursuant to this Section 2.8(c) shall not constitute a Default or Event of Default under Section 9.1 or otherwise).

(xi) This Section 2.8(c) shall not (i) require Borrower to undertake any prepayment pursuant to this Section 2.8(c) or (ii) limit or restrict Borrower from making voluntary prepayments of the Term Loans in accordance with the other provisions of this Agreement.

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(d) Any notice of prepayment delivered under Section 2.8(a) or 2.8(b) above or any notice of termination or reduction pursuant to Section 2.5 may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of credit facilities), in which case such notice may be revoked (or extended) by Borrower (by written notice to the Administrative Agent on or prior to the specified effectiveness date) if such condition is not satisfied or waived by the Borrower.

(e) [Reserved].

(f) Borrower shall not have any right to prepay the principal amount of any Revolving Loan or any Term Loan other than as provided in this Section 2.8.

(g) Notwithstanding anything to the contrary herein, this Section 2.8 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of Term Loans added pursuant to Sections 2.21 and 2.22, as applicable.

Section 2.9 Mandatory Prepayments.

(a) Upon receipt by:

(i) Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds arising from a Disposition (other than a Disposition permitted under Section 8.4(a) through (g) or (i) through (l)), Borrower shall promptly pay (or cause to be paid) to the Administrative Agent, within fifteen days of receipt thereof, an aggregate amount equal to 100% of such Net Cash Proceeds;

(ii) Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds arising from a Property Loss Event, Borrower shall promptly pay (or cause to be paid) to the Administrative Agent, within fifteen days of receipt thereof, an aggregate amount equal to 100% of such Net Cash Proceeds;

(iii) Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds arising from the incurrence of Indebtedness (A) other than Indebtedness permitted under Section 8.1 (other than Section 8.1(a)(ii) or 8.1(b)) or (B) pursuant to any Specified Refinancing Facility, Borrower shall promptly pay (or cause to be paid) to the Administrative Agent within three Business Days of receipt thereof, an aggregate amount equal to 100% of such Net Cash Proceeds; and

(iv) Borrower of Net Cash Proceeds arising from a Qualifying Target Threshold IPO, Borrower shall promptly pay (or cause to be paid) to the Administrative Agent, within five (5) Business Days of receipt thereof, an amount equal to the lesser of (x) Net Cash Proceeds arising from the Qualifying Target Threshold IPO and (y) 50% of the original principal amount of the Initial Term Loans;

provided that (A) in the case of any Net Cash Proceeds arising from a Reinvestment Event, relevant Net Cash Proceeds will not be paid to the Administrative Agent, but Borrower shall prepay the Term Loans in accordance with Section 2.9(c) in an aggregate amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any, on the Reinvestment

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Prepayment Date with respect to such Reinvestment Event, (B) in the case of any such Net Cash Proceeds received by a Foreign Subsidiary of Borrower such Net Cash Proceeds shall not be required to be applied to prepay the Term Loans if, and to the extent, Borrower determines that either (i) such prepayments would result in material adverse tax consequences related to the repatriation of funds in connection therewith or (ii) such prepayment would be prohibited or delayed by a Requirement of Law, and (C) except during the continuance of an Event of Default under Sections 9.1(a), 9.1(b) or 9.1(f), all Net Cash Proceeds received by Borrower or any of its Restricted Subsidiaries (1) from Dispositions which individually yield not more than $1,000,000 in Net Cash Proceeds and (2) from Dispositions (x) individually yielding more than $1,000,000 and less than $2,500,000 of Net Cash Proceeds in a single transaction and (y) collectively yielding up to $7,500,000 of Net Cash Proceeds from such Dispositions in each Fiscal Year, shall be exempt from the provisions of this Section 2.9. Any mandatory prepayment pursuant to this clause (a), shall be applied to the Obligations by the Administrative Agent in accordance with clause (c) below.

(b) Borrower shall prepay the Loans in accordance with Section 2.9(c) within 110 days following the last day of the immediately preceding Fiscal Year (commencing with the Fiscal Year ending on or about December 31, 2022) (each, an “ECF Payment Date”), in an amount equal to (i) 50% (as such percentage may be adjusted pursuant to the last proviso of this clause (b)) of Borrower’s Excess Cash Flow for such Fiscal Year, minus (ii) the sum of (q) the sum of any Investments made or maintained pursuant to Section 8.3 and any Capital Expenditures permitted hereunder, (r) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.6(c), (s) the aggregate principal amount of Term Loans (to the extent ranking pari passu in right of payment and security with the Initial Term Loans) prepaid pursuant to Section 2.8(b) during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (t) below), (t) the aggregate principal amount of Term Loans (to the extent ranking pari passu in right of payment and security with the Initial Term Loans) prepaid pursuant to Section 2.8(b) during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and designated by Borrower as prepaid pursuant to this Section 2.9(b), (u) the aggregate principal amount of any Revolving Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Revolving Credit Facility during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (v) below), (v) the aggregate principal amount of Revolving Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the Revolving Credit Facility during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and designated by Borrower as prepaid pursuant to this Section 2.9(b), (w) the aggregate principal amount of Pari Passu Indebtedness (and if constituting revolving Indebtedness, to the extent accompanied by a corresponding permanent commitment reduction thereunder) voluntarily prepaid, repaid, repurchased or retired during such Fiscal Year (which, in any event, shall not include any designated prepayment pursuant to clause (x) below), (x) the aggregate principal amount of Pari Passu Indebtedness (and if constituting revolving Indebtedness, to the extent accompanied by a corresponding permanent commitment reduction thereunder) voluntarily prepaid, repaid, repurchased or retired during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and designated by Borrower as prepaid pursuant to this Section 2.9(b), (y) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.8(c) and excluding other open market purchases of Term Loans (provided that such deduction for prepayments pursuant to Section 2.8(c) shall be limited to the actual cash amount of such prepayment) during such Fiscal

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Year (which, in any event, shall not include any designated prepayment pursuant to clause (z) below) and (z) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.8(c) and excluding other open market purchases of Term Loans (provided that such deduction for prepayments pursuant to Section 2.8(c) shall be limited to the actual cash amount of such prepayment) during the period beginning with the day following the last day of such Fiscal Year and ending on the ECF Payment Date and designated by Borrower as prepaid pursuant to this Section 2.9(b) in each case (other than clause (r) above), excluding prepayments funded with proceeds from the incurrence of long-term Indebtedness; provided that such percentage in clause (i) above shall be reduced to 0% if the Leverage Ratio as of the last day of the immediately preceding Fiscal Year was less than or equal to 2.50 to 1.00.

(c) Subject to the last sentence of Section 2.9(d) and Section 2.9(f), in the case of any prepayments required under this Section 2.9, such prepayment (other than prepayments pursuant to Section 2.9(a)(iii)(B)) shall be allocated pro rata among the Initial Term Loans, the Incremental Term Loans, the Extended Term Loans and the Specified Refinancing Term Loans (in each case, to the extent ranking pari passu in right of payment and security with the Initial Term Loans) and shall be applied within each such Tranche of Term Loans to the respective installments of principal thereof in the manner directed by Borrower (or, if no such direction is given, in direct order of maturity); provided that at the request of Borrower, in lieu of such application on a pro rata basis among all such Tranches of Term Loans, such prepayment may be applied to any such Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date of each other such Tranche of Term Loans then outstanding or, in the event more than one such Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each other such Tranche of Term Loans then outstanding, to such Tranches on a pro rata basis.

(d) Notwithstanding anything contained herein to the contrary, so long as any Term Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans pursuant to Section 2.9(a) or Section 2.9(b) above, not less than ten Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s ratable share of such Waivable Mandatory Prepayment. The Borrower (in its sole discretion) may give each Lender the option (in its sole discretion) to elect to decline any such Waivable Mandatory Prepayment. If the Borrower has provided the Lenders with the option to decline a Waivable Mandatory Prepayment, each such Lender may, in its sole discretion, exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the fifth Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and the Administrative Agent of its election to exercise such option on or before the fifth Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall retain an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected to exercise such option (the “Declined Amount”).

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(e) If at any time the Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments at such time, Borrower shall forthwith prepay the outstanding balances of its respective Revolving Loans then outstanding in an amount equal to such excess on a pro rata basis. If any such excess remains after repayment in full of the aggregate outstanding Revolving Loans, Borrower shall provide Cash Collateral for their Letter of Credit Obligations in the manner set forth in Section 9.4 in an amount equal to 105% of such excess.

(f) Notwithstanding anything to the contrary herein, this Section 2.9 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of Term Loans added pursuant to Sections 2.21, 2.22 and 2.24, as applicable.

Section 2.10 Interest.

(a) Rate of Interest. All Loans and the outstanding amount of all other Obligations shall bear interest, in the case of Loans, on the unpaid principal amount thereof from the date such Loans are made and, in the case of such other Obligations, from the date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise provided in clause (c) below, as follows:

(i) if a Base Rate Loan, at a rate per annum equal to the sum of (A) the Base Rate as in effect from time to time and (B) the Applicable Margin;

(ii) if a LIBO Rate Loan, at a rate per annum equal to the sum of (A) the LIBO Rate, determined for the applicable Interest Period and (B) the Applicable Margin in effect from time to time during such Interest Period; and

(iii) for all other Obligations, at a rate per annum equal to the sum of (A) the Base Rate as in effect from time to time and (B) the Applicable Margin.

(b) Interest Payments. (i) Interest accrued on each Base Rate Loan through the last day of any calendar quarter shall be payable quarterly in arrears (A) on the last Business Day of each of March, June, September and December commencing on the first such Business Day following making of such Base Rate Loan and (B) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Base Rate Loan, (ii) interest accrued on each LIBO Rate Loan shall be payable in arrears (A) on the last day of each Interest Period applicable to such Loan and, if such Interest Period has a duration of more than three months, on each day during such Interest Period occurring every three months from the first day of such Interest Period, (B) upon the payment or prepayment thereof in full or in part and (C) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such LIBO Rate Loan and (iii) interest accrued on the amount of all other Obligations shall be payable on demand from and after the time such Obligation becomes due and payable (whether by acceleration or otherwise).

(c) Default Interest. Notwithstanding the rates of interest specified in clause (a) above or elsewhere herein, effective immediately upon the occurrence of an Event of Default arising pursuant to clauses (a), (b) or (f) of Section 9.1 and for as long thereafter as such Event of Default shall be continuing, interest shall accrue (i) on past due amounts of principal at a rate that is 2.0% per annum in excess of the rate of interest applicable to such Loans and (ii) on all other past due Obligations at a rate equal to the rate applicable to Base Rate Loans plus 2.0% per annum.

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(d) Limitation on Interest. If any provision of this Agreement or of any of the other Loan Documents would obligate Borrower or any other Loan Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law, such adjustment to be effected, to the extent necessary, by reducing the amount or rate of interest required to be paid to such Lender under this Section 2.10.

Section 2.11 Conversion/Continuation Option.

(a) Borrower may elect (i) at any time on any Business Day to convert its Base Rate Loans or any portion thereof to LIBO Rate Loans and (ii) at the end of any applicable Interest Period, to convert its LIBO Rate Loans or any portion thereof into Base Rate Loans or to continue any LIBO Rate Loan or any portion thereof for an additional Interest Period; provided that the aggregate amount of the LIBO Rate Loans for each Interest Period must be in the amount that is not less than $1,000,000. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion of the applicable Facility. Each such election shall be in substantially the form of Exhibit F (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ prior written notice specifying (A) the amount, Tranche and Type of Loan being converted or continued, (B) in the case of a conversion to or a continuation of LIBO Rate Loans, the applicable Interest Period and (C) in the case of a conversion, the date of conversion.

(b) The Administrative Agent shall promptly notify each Lender of the Administrative Agent’s receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, (i) no conversion in whole or in part of Base Rate Loans to LIBO Rate Loans, (ii) no continuation in whole or in part of LIBO Rate Loans upon the expiration of any applicable Interest Period and (iii) no election of an Interest Period in excess of one month in respect of LIBO Rate Loans shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing (unless the Requisite Lenders otherwise consent) or (B) the continuation of, or conversion into, a LIBO Rate Loan would violate any provision of Section 2.14. If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from Borrower containing a permitted election to continue any LIBO Rate Loans for an additional Interest Period or to convert any such LIBO Rate Loans, then, upon the expiration of the applicable Interest Period, LIBO Rate Loans shall be automatically converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be irrevocable.

Section 2.12 Fees.

(a) Unused Commitment Fees. Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee on the actual daily amount during any calendar quarter by which the Revolving Credit Commitment of such Lender in effect at such time exceeds such Lender’s Ratable Portion of the sum of (i) the outstanding principal amount of the Revolving Loans plus (ii) the aggregate outstanding amount of the Letter of Credit Obligations (the “Unused Commitment Fee”) from the Closing Date until the Revolving Credit Termination Date at the Applicable Unused Commitment Fee Rate, payable quarterly in arrears (x) on the last Business Day of each of March, June, September and December, commencing on the first such Business Day following the Closing Date and (y) on the Revolving Credit Termination Date.

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(b) Letter of Credit Fees. Borrower agrees to pay the following amounts with respect to Letters of Credit issued by any Issuer for the account of Borrower:

(i) to the Administrative Agent for the benefit of the Issuer of any Letter of Credit, with respect to each Letter of Credit issued by such Issuer, an issuance fee equal to 0.125% per annum of the maximum amount available from time to time to be drawn under such Letter of Credit during any calendar quarter, payable quarterly in arrears (A) on the last Business Day of each of March, June, September and December, commencing on the first such Business Day following the issuance of such Letter of Credit and (B) on the Revolving Credit Termination Date;

(ii) to the Administrative Agent for the ratable benefit of the Revolving Credit Lenders, with respect to each Letter of Credit, a fee accruing at a rate per annum equal to the Applicable Margin for Revolving Loans that are LIBO Rate Loans on the maximum amount available from time to time to be drawn under such Letter of Credit, payable quarterly in arrears (A) on the last Business Day of each of March, June, September and December, commencing on the first such Business Day following the issuance of such Letter of Credit and (B) on the Revolving Credit Termination Date; provided that during the continuance of an Event of Default under Sections 9.1(a), (b) or (f), such fee shall be increased by 2.0% per annum and shall be payable on demand; and

(iii) to the Issuer of any Letter of Credit, with respect to the Issuance, amendment or transfer of each Letter of Credit issued by such Issuer and each drawing made thereunder, documentary and processing charges in accordance with such Issuer’s standard schedule for such charges in effect at the time of Issuance, amendment, transfer or drawing, as the case may be.

(c) Defaulting Lender Fees. Notwithstanding anything herein to the contrary, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees); provided that (i) to the extent that a Ratable Portion of the Letter of Credit Obligations of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.20(a), such fees that would have accrued pursuant to clause (b) for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii) to the extent any portion of such Letter of Credit Obligations cannot be so reallocated and Borrower has not provided Cash Collateral, such fees pursuant to clause (b) will instead accrue for the benefit of and be payable to the Issuer as their interests appear (and the pro rata payment provisions of Section 2.13 will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c)).

(d) Additional Fees. Borrower has agreed to pay to the Administrative Agent additional fees, the amount and dates of payment of which are embodied in the Fee Letter.

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Section 2.13 Payments and Computations.

(a) Borrower shall make each payment hereunder (including fees and expenses) not later than 2:00 P.M. (New York time) on the day when due with respect to any Loan, to the Administrative Agent at its address referred to in Section 11.9 in immediately available funds without set-off or counterclaim. The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) or (f) below, as applicable, for the account of their respective Lending Offices; provided that amounts payable pursuant to Section 2.15, 2.16 or 2.14(b)(ii), (d) or (e) shall be paid only to the affected Lender or Lenders. Payments received by the Administrative Agent after 2:00 P.M. (New York time) shall be deemed to be received on the next Business Day.

(b) All computations of interest for LIBO Rate Loans and Base Rate Loans (other than any Base Rate Loans that bear interest based on clause (b) of the definition of Base Rate) shall be made on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day). All other computations of fees and interest shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of an interest rate hereunder shall be prima facie evidence thereof.

(c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided that if such extension would cause payment of interest on or principal of any LIBO Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Loans of a Borrower shall, unless otherwise directed by Borrower, be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as LIBO Rate Loans, with those LIBO Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods.

(d) Unless the Administrative Agent shall have received notice from Borrower to the Lenders prior to the date on which any payment is due hereunder that Borrower will not make such payment in full, the Administrative Agent may assume that Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that Borrower shall not have made such payment in full to the Administrative Agent, each applicable Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

(e) Subject to the provisions of clauses (c) above and clauses (f) and (g) below (and except as otherwise provided in Sections 2.8 and 2.9), all payments and any other amounts received by the Administrative Agent from or for the benefit of Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced to Borrower pursuant to the express provisions of this Agreement on

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behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or Borrower, second, to pay all other Obligations then due and payable in the following manner: payments in respect of any Revolving Loan received by the Administrative Agent from or for the benefit of Borrower shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of such Revolving Loan of Borrower; payments in respect of any Tranche of Term Loans received by the Administrative Agent from or for the benefit of Borrower shall be distributed to each Term Loan Lender in accordance with such Lender’s Ratable Portion of Term Loans of such Tranche; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions of the applicable Facility; and third, as Borrower so designates.

(f) Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Secured Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that, if an Event of Default exists, the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2, shall apply all payments in respect of any Secured Obligations and all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral in the following order:

(i) First, to pay interest on and then principal of any portion of the Revolving Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or Borrower;

(ii) Second, to pay Secured Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent;

(iii) Third, to pay Secured Obligations in respect of any expense reimbursements (excluding Reimbursement Obligations) or indemnities then due to the Lenders and the Issuers;

(iv) Fourth, to pay Secured Obligations in respect of any fees then due to the Administrative Agent and the Issuers;

(v) Fifth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations and fees then due to the Lenders;

(vi) Sixth, to pay or prepay principal amounts on the Loans and Reimbursement Obligations, to provide Cash Collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.4 and to pay or prepay amounts owing on Secured Obligations in respect of Hedging Contracts and Cash Management/Letter of Credit Obligations, ratably to the aggregate principal amount of all such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts and Secured Obligations owing with respect to Hedging Contracts and Cash Management/Letter of Credit Obligations; and

(vii) Seventh, to the ratable payment of all other Secured Obligations;

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provided that if sufficient funds are not available to fund all payments to be made in respect of any Secured Obligation described in any of clauses first, second, third, fourth, fifth, sixth and seventh above, the available funds being applied with respect to any such Secured Obligation (unless otherwise specified in such clause) shall be allocated to the payment of the Secured Obligations specified in such clause ratably, based on the proportion of the Administrative Agent’s, each Lender’s or Issuer’s and each other Secured Party’s interest in the aggregate outstanding Secured Obligations described in such clauses. The order of priority set forth in clauses first, second, third, fourth, fifth, sixth and seventh above may at any time and from time to time be changed by the agreement of each Lender directly and adversely affected thereby without necessity of notice to or consent of or approval by Borrower, any other Secured Party that is not a Lender or Issuer or by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses first, second, third and fourth above may be changed only with the prior written consent of the Administrative Agent and the Issuer in addition to each Lender directly and adversely affected thereby.

(g) At the option of the Administrative Agent and upon notice to Borrower, principal on the Reimbursement Obligations, interest, fees, expenses and other sums due and payable in respect of the Loans may be paid from the proceeds of Revolving Loans made on behalf of Borrower. Borrower hereby authorizes the Revolving Credit Lenders to make Revolving Loans hereunder from time to time in the Revolving Credit Lender’s discretion, that are in the amounts of any and all interest, fees, expenses and other sums payable in respect of the Revolving Loans, and further authorizes the Administrative Agent to give the Revolving Credit Lenders notice of any Borrowing with respect to such Revolving Loans and to distribute the proceeds of such Revolving Loans to pay such amounts. Borrower agrees that all such Revolving Loans so made on its behalf shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 3.2, which conditions the applicable Revolving Credit Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.

(h) If any Lender is a Defaulting Lender, such Defaulting Lender shall be deemed to have assigned any and all payments in respect of the Obligations and any proceeds of Collateral due to it from or for the benefit of Borrower to the Non-Defaulting Lenders for application to, and reduction of, their Ratable Portion of all Obligations until such Non-Defaulting Lenders have been repaid in full. Such Defaulting Lender hereby authorizes the Administrative Agent to distribute such payments to the Non-Defaulting Lenders in accordance with Section 2.9(d) and this Section 2.13. This Section 2.13(h) shall apply and be effective regardless of whether an Event of Default has occurred and is the continuing and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of Borrower as to its desired application of payments.

Section 2.14 Special Provisions Governing LIBO Rate Loans.

(a) Determination of Interest Rate. The LIBO Rate for each Interest Period for LIBO Rate Loans shall be determined by the Administrative Agent pursuant to the procedures set forth in the definition of “LIBO Rate”. The Administrative Agent’s determination shall be presumed to be prima facie evidence thereof.

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(b) Interest Rate Unascertainable, Inadequate or Unfair. If (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Rate then being determined is to be fixed or (ii) the Requisite Lenders notify the Administrative Agent that the LIBO Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans for such Interest Period, the Administrative Agent shall forthwith so notify Borrower and the Lenders, whereupon:

(A) each LIBO Rate Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan (determined without reference to the LIBO Rate component thereof); and

(B) the obligations of the Lenders to make LIBO Rate Loans or to convert Base Rate Loans into LIBO Rate Loans shall be suspended until the Administrative Agent shall notify Borrower that the Requisite Lenders have determined that the circumstances causing such suspension no longer exist.

(c) Increased Costs. If either (i) the introduction of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order after the Closing Date (other than any change by way of imposition or increase of reserve requirements included in determining the LIBO Rate); provided that, notwithstanding anything herein to the contrary (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have been enacted, adopted or issued, as the case may be, after the Closing Date, regardless of the date actually enacted, adopted or issued, or (ii) the compliance by such Lender with any guideline, request or directive from any central bank or other Governmental Authority (whether or not having the force of law) issued after the Closing Date, shall have the effect of increasing the cost to such Lender of agreeing to make or making, funding or maintaining any LIBO Rate Loans (other than, in respect of payments to be made to any Lender or the Administrative Agent, any such increased costs resulting from taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, including any net income, capital, franchise, doing business and branch profits Taxes and Taxes arising under FATCA, in each case, as to which Section 2.16 shall govern), then Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided that notwithstanding anything herein to the contrary, this Section 2.14(c) will only be available to Lenders applying such provisions in a manner consistent with their treatment of similarly situated borrowers. A certificate as to the amount of such increased cost, submitted to Borrower and the Administrative Agent by such Lender, shall be prima facie evidence thereof. Borrower shall not be required to compensate any Lender pursuant to this clause (c) for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Administrative Agent and Borrower of the events giving rise to such increased costs and of such Lender’s intention to claim compensation therefor; provided that if the events giving rise to such increased costs are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

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(d) Illegality. Notwithstanding any other provision of this Agreement, if any Lender determines that the introduction of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order after the Closing Date shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender to make LIBO Rate Loans or to continue to fund or maintain LIBO Rate Loans, then, on notice thereof and demand therefor by such Lender to Borrower through the Administrative Agent, the obligation of such Lender to make or to continue LIBO Rate Loans and to convert Base Rate Loans into LIBO Rate Loans shall be suspended, and each such Lender shall make a Base Rate Loan (determined without reference to the LIBO Rate component thereof) as part of any requested Borrowing of LIBO Rate Loans, and if the affected LIBO Rate Loans are then outstanding, Borrower shall immediately convert each such Loan into a Base Rate Loan (determined without reference to the LIBO Rate component thereof); and if at any time after a Lender gives notice under this Section 2.14(d), such Lender determines that it may lawfully make LIBO Rate Loans, such Lender shall promptly give notice of that determination to Borrower and the Administrative Agent, and the Administrative Agent shall promptly transmit the notice to each other Lender. Borrower’s right to request, and such Lender’s obligation, if any, to make LIBO Rate Loans shall thereupon be restored.

(e) Breakage Costs. In addition to all amounts required to be paid by Borrower pursuant to Section 2.10, Borrower shall compensate each Lender, upon demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s LIBO Rate Loans to Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Lender may sustain (other than resulting from the gross negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction in a final non-appealable judgment or order) (i) if for any reason a proposed Borrowing, conversion into or continuation of LIBO Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11, (ii) if for any reason any LIBO Rate Loan is prepaid (including mandatorily pursuant to Section 2.9) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a LIBO Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d) above or (iv) as a consequence of any failure by Borrower to repay LIBO Rate Loans when required by the terms hereof. The Lender making demand for such compensation shall deliver to Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be prima facie evidence thereof. Borrower shall not be required to compensate any Lender pursuant to this clause (e) for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Administrative Agent and Borrower of the events giving rise to such increased costs and of such Lender’s intention to claim compensation therefor; provided that if the events giving rise to such increased costs are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.15 Capital Adequacy. If at any time any Lender determines that (a) the introduction of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order after the Closing Date regarding capital adequacy or liquidity, (b) compliance with any such law, treaty, rule, regulation or order issued after the Closing Date regarding capital adequacy or liquidity or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority (having the force of law) issued after the Closing Date regarding capital adequacy or liquidity shall have the effect of reducing the rate of return on such Lender’s (or any corporation controlling such Lender’s) capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which

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such Lender or such corporation could have achieved but for such adoption, change, compliance or interpretation, then, upon demand from time to time by such Lender (with a copy of such demand to the Administrative Agent), Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such reduction. A certificate as to such amounts submitted to Borrower and the Administrative Agent by such Lender shall be prima facie evidence thereof; provided that, notwithstanding anything herein to the contrary (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have been enacted, adopted or issued, as the case may be, after the Closing Date, regardless of the date actually enacted, adopted or issued. Borrower shall not be required to compensate any Lender pursuant to this Section 2.15 for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Administrative Agent and Borrower of the events giving rise to such increased costs and of such Lender’s intention to claim compensation therefor; provided that if the events giving rise to such increased costs are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.16 Taxes.

(a) Except as provided below in this Section 2.16 or as required by law (which for purposes of this Section 2.16 includes FATCA), any and all payments by any Loan Party hereunder or under the other Loan Documents shall be made free and clear of and without deduction or withholding for, or on account of, any Indemnified Taxes. If any Loan Party or the Administrative Agent shall be required by law to withhold or deduct any Indemnified Taxes from or in respect of any sum payable hereunder or under any other Loan Document to the Administrative Agent, any Lender or any Issuer, (i) the sum payable by the applicable Loan Party shall be increased as may be necessary so that after making all required deductions or withholdings on account of Indemnified Taxes (including deductions applicable to additional sums payable under this Section 2.16(a)) the Administrative Agent, such Lender or such Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings of Indemnified Taxes been made, (ii) the applicable Loan Party or Administrative Agent, as applicable shall make such deductions or withholdings, and (iii) the applicable Loan Party or Administrative Agent, as applicable, shall pay the full amount of Indemnified Taxes deducted to the relevant taxation authority or other authority in accordance with applicable law. Notwithstanding anything to the contrary in this Section 2.16, (x) each Loan Party or the Administrative Agent, as applicable, shall be entitled to deduct and withhold, (y) no Loan Party shall be required to indemnify and (z) any amounts payable by any Loan Party to, or for the account of, the Administrative Agent, any Issuer or any Lender shall not be increased, in each case for or with respect to any Indemnified Taxes (A) to the extent such Taxes would not have been imposed if the Administrative Agent, such Issuer or such Lender had complied with the requirements of clause (f) and clause (g) or clause (i) of this Section 2.16, (B) imposed in connection with the payment of any fees paid under this Agreement unless such Indemnified Taxes are imposed as a result of a Change in Tax Law, or (C) imposed by the United States or any state or political subdivision thereof, unless such Indemnified Taxes are imposed as a result of a Change in Tax Law.

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(b) Each Loan Party agrees to pay all Other Taxes.

(c) Without duplication of its obligation to pay increased amounts on account of Indemnified Taxes and Other Taxes pursuant to Section 2.16(a) and (b), (i) if any Loan Party fails to withhold and deduct any Indemnified Taxes from or in respect of any sums payable hereunder or under any other Loan Document or fails to pay any Indemnified Taxes withheld by such Loan Party to the applicable taxing authority and such Indemnified Taxes are paid by the Administrative Agent, a Lender or an Issuer or (ii) if any Other Taxes are paid by the Administrative Agent, a Lender or an Issuer, then the applicable Loan Party shall pay to the Administrative Agent, such Lender or such Issuer, as applicable, an amount so that after making all required deductions or withholdings on account of Indemnified Taxes (including deductions applicable to additional sums payable under this Section 2.16(c)) the Administrative Agent, such Lender or such Issuer, as applicable, shall receive an amount equal to such Indemnified Taxes or Other Taxes, as applicable, paid by the Administrative Agent, such Lender or such Issuer, as applicable.

(d) Within 30 days after the date of any payment made by a Loan Party to a Governmental Authority of Taxes or Other Taxes pursuant to clauses (a) and (b) above or to the indemnity set forth in clause (c) above, the relevant Loan Party shall furnish to the Administrative Agent, at its address referred to in Section 11.9, the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment thereof reasonably acceptable to the Administrative Agent.

(e) Without prejudice to the survival of any other agreement of Borrower, each Lender, each Issuer and the Administrative Agent hereunder, the agreements and obligations of the Loan Parties, each Lender, each Issuer and the Administrative Agent contained in this Section 2.16 and Section 2.17 shall survive the termination of this Agreement and the payment in full of the Secured Obligations.

(f) The Administrative Agent, each Issuer and each Lender, in each case that is a United States person, shall deliver to Borrower and the Administrative Agent on or prior to the Closing Date or, in the case of an assignee or transferee of an interest under this Agreement pursuant to Section 11.2 or otherwise, on or prior to the date of such assignment or transfer, two accurate and complete original signed copies of Internal Revenue Service Form W-9 (or successor form), in each case certifying that the Administrative Agent, such Issuer or such Lender, as applicable, is a United States person and to the Administrative Agent’s, such Issuer’s or such Lender’s entitlement as of such date to a complete exemption from U.S. federal backup withholding Tax with respect to payments to be made under any Loan Document. The Administrative Agent, each Issuer and each Lender, in each case that is not a United States person shall:

(i) (A) on or before the date of any payment by Borrower under any Loan Document to, or for the account of, such Lender or such Issuer, deliver to Borrower and the Administrative Agent (1) two accurate and complete original signed Internal Revenue Service Forms W-8BEN-E (certifying that it is a resident of the applicable country within the meaning of the income tax treaty between the United States and that country) or Forms W-8ECI, or successor applicable form, as the case may be, in each case certifying that it is entitled to receive all payments under any Loan Document without deduction or withholding of any U.S. federal income taxes, and (2) such other forms, documentation or certifications, as the case may be, certifying that it is entitled to

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an exemption from United States backup withholding tax with respect to payments under any Loan Document; (B) deliver to the Borrower Representative and the Administrative Agent two further accurate and complete original signed forms or certifications provided in clause (A) of this Section 2.16(f)(i) on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form or certificate previously delivered by it to the Borrower; (C) obtain such extensions of time for filing and completing such forms or certifications as may reasonably be requested by the Borrower or the Administrative Agent and (D) deliver, to the extent legally entitled to do so, upon reasonable request by the Borrower or the Administrative Agent, to the Borrower Representative and the Administrative Agent such other forms as may be reasonably required in order to establish the legal entitlement of such Lender, such Issuer or the Administrative Agent to an exemption from, or reduction of, withholding with respect to payments under this Agreement and any Notes, provided that, in determining the reasonableness of a request under this clause (D), such Lender or such Issuer shall be entitled to consider the cost (to the extent unreimbursed by any Loan Party) which would be imposed on such Lender or such Issuer of complying with such request; or

(ii) if the Administrative Agent, such Issuer or such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and is relying on the so-called “portfolio interest exemption,” (A) represent to Borrower and the Administrative Agent that it is not (1) a bank within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code; (B) on or before the date of any payment by Borrower under any Loan Document to, or for the account of, such Lender or such Issuer, deliver to Borrower and the Administrative Agent, (1) two certificates substantially in the form of Exhibit K hereto (any such certificate, a “U.S. Tax Compliance Certificate”) and (2) two accurate and complete original signed Internal Revenue Service Forms W-8BEN-E, or successor applicable form, certifying to such Lender’s legal entitlement at the date of such form to an exemption from U.S. withholding tax under the provisions of Section 871(h) or Section 881(c) of the Code with respect to payments to be made under any Loan Document and (3) such other forms, documentation or certifications, as the case may be certifying that it is entitled to an exemption from United States backup withholding tax with respect to payments under any Loan Document (and shall also deliver to Borrower and the Administrative Agent two further accurate and complete original signed forms or certificates on or before the date it expires or becomes obsolete and after the occurrence of any event requiring a change in the most recently provided form or certificate and, if necessary, obtain any extensions of time reasonably requested by Borrower or the Administrative Agent for filing and completing such forms or certificates); and (C) deliver, to the extent legally entitled to do so, upon reasonable request by the Borrower or the Administrative Agent, to Borrower and the Administrative Agent such other forms as may be reasonably required in order to establish the legal entitlement of such Lender to an exemption from, or reduction of, withholding with respect to payments under any Loan Document, provided that, in determining the reasonableness of a request under this clause (C), such Lender or such Issuer shall be entitled to consider the cost (to the extent unreimbursed by Borrower) which would be imposed on such Lender or such Issuer of complying with such request; or

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(iii) if any Lender, any Issuer or the Administrative Agent is a non-U.S. intermediary or flow-through entity for U.S. federal income tax purposes,

(A) on or before the date of any payment by Borrower under any Loan Document to, or for the account of, such Lender, such Issuer or the Administrative Agent, deliver to Borrower and the Administrative Agent two accurate and complete original signed Internal Revenue Service Forms W-8IMY, or successor applicable form, and, if any beneficiary or member of such Lender, such Issuer or the Administrative Agent is claiming the so-called “portfolio interest exemption”, (x) represent to Borrower and the Administrative Agent that such Lender, such Issuer or the Administrative Agent is not (I) a bank within the meaning of Section 881(c)(3)(A) of the Code, (II) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (III) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and (y) also deliver to Borrower and the Administrative Agent two U.S. Tax Compliance Certificates certifying to such Lender’s, such Issuer’s or the Administrative Agent’s legal entitlement at the date of such certificate to an exemption from U.S. withholding tax under the provisions of Section 881(c) of the Code with respect to payments to be made under any Loan Document; and (1) with respect to each beneficiary or member of such Lender, such Issuer or the Administrative Agent that is not claiming the so-called “portfolio interest exemption”, also deliver to Borrower and the Administrative Agent (I) two accurate and complete original signed Internal Revenue Service Forms W-8BEN-E (certifying that such beneficiary or member is a resident of the applicable country within the meaning of the income tax treaty between the United States and that country), Forms W-8ECI or Forms W-9, or successor applicable form, as the case may be, in each case so that each such beneficiary or member is entitled to receive all payments under any Loan Document without deduction or withholding of any U.S. federal income taxes and (II) such other forms, documentation or certifications, as the case may be, certifying that each such beneficiary or member is entitled to an exemption from United States backup withholding tax with respect to all payments under any Loan Document, and (2) with respect to each beneficiary or member of such Lender or such Issuer that is claiming the so-called “portfolio interest exemption”, (I) represent to Borrower and the Administrative Agent that such beneficiary or member is not (1) a bank within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and (II) also deliver to Borrower and the Administrative Agent two U.S. Tax Compliance Certificates from each beneficiary or member and two accurate and complete original signed Internal Revenue Service Forms W-8BEN-E, or successor applicable form, certifying to such beneficiary’s or member’s legal entitlement at the date of such certificate to an exemption from U.S. withholding tax under the provisions of Section 871(h) or Section 881(c) of the Code with respect to payments to be made under any Loan Document, and (III) also deliver to Borrower and the Administrative Agent such other forms, documentation or certifications, as the case may be, certifying that it is entitled to an exemption from United States backup withholding tax with respect to payments under any Loan Document;

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(B) deliver to Borrower and the Administrative Agent two further accurate and complete original signed forms, certificates or certifications referred to above on or before the date any such form, certificate or certification expires or becomes obsolete, or any beneficiary or member changes, and after the occurrence of any event requiring a change in the most recently provided form, certificate or certification and obtain such extensions of time reasonably requested by Borrower or the Administrative Agent for filing and completing such forms, certificates or certifications; and

(C) deliver, to the extent legally entitled to do so, upon reasonable request by Borrower, to Borrower and the Administrative Agent such other forms as may be reasonably required in order to establish the legal entitlement of such Lender, such Issuer or the Administrative Agent (or beneficiary or member) to an exemption from, or reduction of, withholding with respect to payments under any Loan Document, provided that in determining the reasonableness of a request under this clause (C) such Lender, such Issuer or the Administrative Agent shall be entitled to consider the cost (to the extent unreimbursed by Borrower) which would be imposed on such Lender or the Administrative Agent (or beneficiary or member) of complying with such request;

unless, in any such case (other than with respect to United States backup withholding tax), there has been a Change in Law which renders all such forms inapplicable or which would prevent such Lender, such Issuer or the Administrative Agent (or such beneficiary or member) from duly completing and delivering any such form with respect to it and such Lender, such Issuer or the Administrative Agent so advises Borrower and the Administrative Agent.

(g) Each Person that shall become a Lender or a Participant pursuant to Section 11.2 shall, upon the effectiveness of the related transfer, be required to provide all of the forms, certifications and statements pursuant to this Section 2.16, provided that in the case of a Participant the obligations of such Participant pursuant to clause (f) or (g) of this Section 2.16 shall be determined as if such Participant were a Lender except that such Participant shall furnish all such required forms, certifications and statements to the Lender from which the related participation shall have been purchased. Without limiting the generality of the foregoing, if a payment made to a Lender or Issuer hereunder may be subject to U.S. federal withholding tax imposed by FATCA if such Lender or Issuer were to fail to comply with the applicable reporting requirements of FATCA, such Lender or Issuer shall deliver to Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by Borrower or the Administrative Agent, such documentation prescribed by applicable law and such additional documentation reasonably requested by Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent to comply with its obligations (including any applicable reporting requirements) under FATCA and to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of the immediately preceding sentence, the term “FATCA” shall include any amendments to FATCA after the date hereof. For the avoidance of doubt, Borrower and the Administrative Agent shall be permitted to withhold any Taxes imposed under FATCA.

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(h) If the Administrative Agent, any Lender or any Issuer determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by a Loan Party or Taxes with respect to which the Loan Party has paid additional amounts pursuant to Section 2.14(c), or this Section 2.16, it shall pay over such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under Section 2.14(c) or this Section 2.16 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or such Issuer incurred in connection therewith and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Loan Party, upon the request of the Administrative Agent, such Lender or such Issuer, agrees to repay the amount paid over to such Loan Party to the Administrative Agent, such Lender or such Issuer in the event the Administrative Agent, such Lender or such Issuer is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent, any Lender or any Issuer to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to the Loan Party or any other Person. Notwithstanding anything to the contrary, in no event will the Administrative Agent, any Lender or any Issuer be required to pay any amount to a Loan Party the payment of which would place it in a less favorable net after-tax position than the Administrative Agent, such Lender or such Issuer, as the case may be, would have been in if the additional amounts giving rise to such refund of any Taxes had never been paid.

(i) Each Lender and the Administrative Agent agrees that, upon the occurrence of any condition or event giving rise to any payment pursuant to Section 2.14(b), 2.14(c), 2.14(d), 2.15 or 2.16 with respect to such Lender or the Administrative Agent, it will promptly notify the Borrower and the Administrative Agent and will take such steps as may be reasonably available to it to mitigate the effects of such condition or event, which shall include efforts to designate another Lending Office for any Loan affected by such event or rebook such Loans through another branch or an Affiliate of such Lender with the object of avoiding the consequences of such event; provided that such steps are taken on terms that, in the reasonable judgment of such Lender, would be materially disadvantageous to its business or operations or would require it to incur additional costs (unless the Borrower agrees to reimburse such Lender or Administrative Agent for the reasonable incremental out-of-pocket costs thereof).

Section 2.17 Mitigation and Substitution of Lenders.

(a) If (x) (i) any Lender makes a claim under Section 2.14(b)(ii) or 2.15, (ii) it becomes illegal for any Lender to continue to fund or make any LIBO Rate Loan and such Lender notifies Borrower pursuant to Section 2.14(d), (iii) any Loan Party is required to make any payment pursuant to Section 2.14(c) or Section 2.16 that is attributable to a particular Lender or (iv) any Lender becomes a Defaulting Lender and (y) in the case of clause (x)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement (any such Lender, an “Affected Lender”), Borrower may substitute another financial institution or other entity for such Affected Lender hereunder upon reasonable prior written notice by Borrower to the Administrative Agent and the Affected Lender that Borrower intends to make such substitution, which substitute financial institution or other entity must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent. If the proposed substitute financial institution or other entity is reasonably acceptable to the

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Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Assumption for an amount equal to the outstanding principal amount of such Loans and any accrued and unpaid interest, fees or other amounts due and owing at such time (and, upon receipt by the Affected Lender of all such amounts, shall be deemed to have so sold), all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations) and the provisions of Section 11.2 applicable to assignees thereunder shall apply to any assignee under this Section 2.17. In furtherance of the foregoing, each Lender hereby grants to the Administrative Agent and Borrower an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any such assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.17(a); provided that the Administrative Agent shall not exercise such power of attorney unless such Lender has failed to enter into any such Assignment and Assumption within 3 days following any written request from Borrower or the Administrative Agent following the occurrence of any of the circumstances set forth in clause (x) above.

(b) Upon the request and at the expense of a Loan Party, the Administrative Agent, each Lender and each Issuer to which such Loan Party is required to pay any additional amount pursuant to Section 2.14(c), Section 2.15 or Section 2.16, and any Participant in respect of whose participation such payment is required, shall reasonably afford such Loan Party the opportunity to contest, and reasonably cooperate with such Loan Party in contesting, the imposition of any Indemnified Tax or Other Tax giving rise to such payment; provided that (i) the Administrative Agent, such Lender or such Issuer shall not be required to afford such Loan Party the opportunity to so contest unless such Loan Party shall have confirmed in writing to the Administrative Agent, such Lender or such Issuer its obligation to pay such amounts pursuant to this Agreement and (ii) such Loan Party shall reimburse the Administrative Agent, such Lender or such Issuer for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with such Loan Party in contesting the imposition of such Indemnified Tax or Other Tax; provided that notwithstanding the foregoing no Lender or Issuer nor the Administrative Agent shall be required to afford such Loan Party the opportunity to contest, or to cooperate with such Loan Party in contesting, the imposition of any such increased cost or Taxes, if such Lender or Issuer or the Administrative Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.

(c) If a Lender changes its Lending Office (other than pursuant to Section 2.16(i)) and the effect of such change, as of the date of such change, would be to cause any Loan Party to become obligated to pay any additional amount under Section 2.14(c), Section 2.15 or Section 2.16, such Loan Party shall not be obligated to pay such additional amount.

Section 2.18 [Reserved].

Section 2.19 Cash Collateral. At any time that there shall exist a Defaulting Lender, within two Business Days following the written request of any Issuer (with a copy to the Administrative Agent) Borrower shall Cash Collateralize the Issuers’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.20(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

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(a) Grant of Security Interest. Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuers, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letter of Credit Obligations, to be applied pursuant to clause (b) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuers as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(b) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.19 or Section 2.20 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter of Credit Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(c) Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuer’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.19 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender in accordance with Section 2.20(d)), or (ii) the determination by the Administrative Agent and each Issuer that there exists excess Cash Collateral; provided that, subject to Section 2.20 the Person providing Cash Collateral and each Issuer may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations; provided, further, that to the extent that such Cash Collateral was provided by Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Section 2.20 Defaulting Lender.

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of Requisite Lenders and Requisite Revolving Credit Lenders.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.8 shall be applied at such time or times as may be determined by the

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Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuer hereunder; third, to Cash Collateralize the Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.19; fourth, as Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Borrower, to be held in a Deposit Account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.19; sixth, to the payment of any amounts owing to the Lenders or the Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Reimbursement Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Reimbursement Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Reimbursement Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.20(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.20(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees. (A) No Defaulting Lender shall be entitled to receive any Unused Commitment Fee for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) Each Defaulting Lender shall be entitled to receive fees accruing pursuant to Section 2.12(b) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.19.

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(C) With respect to any fees accruing pursuant to Section 2.12(b) not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non- Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, Borrower shall, without prejudice to any right or remedy available to it hereunder or under law Cash Collateralize the Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.19.

(b) [Reserved].

(c) Termination of Defaulting Lender Commitments. Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than 10 Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.13 will apply to all amounts thereafter paid by Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that such termination will not be deemed to be a waiver or release of any claim Borrower, the Administrative Agent, the Issuers or any Lender may have against such Defaulting Lender.

(d) Defaulting Lender Cure. If Borrower, the Administrative Agent and the Issuers agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral) (i) such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the Commitments under the applicable Facility (without giving effect to Section 2.20(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender and (ii) the Cash Collateral requirements set forth in Section 2.19 will terminate and the applicable Issuer will cause any Cash Collateral posted with respect to their respective Letter of Credit Obligations, to be returned to Borrower subject to any terms relating to such Cash Collateral; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

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(e) Replacement and Prepayment. The Borrower shall have the right, at its sole expense and effort (i) to seek one or more Persons reasonably satisfactory to the Administrative Agent and the Borrower to each become a substitute Revolving Credit Lender and assume all or part of the Commitment of any Defaulting Lender and the Borrower, the Administrative Agent and any such substitute Revolving Credit Lender shall execute and deliver, and such Defaulting Lender shall thereupon be deemed to have executed and delivered, an appropriately completed Assignment and Assumption to effect such substitution or (ii) upon written notice to the Administrative Agent, so long as no Event of Default pursuant to Section 9.1(a), 9.1(b), or 9.1(f) shall have occurred and be continuing to prepay the Loans and, at the Borrower’s option, terminate the Commitments of such Defaulting Lender, in whole or in part, without premium or penalty.

Section 2.21 Incremental Facilities.

(a) General. Borrower shall have the right, at any time and from time to time after the Closing Date, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement on a pari passu basis in right of payment and security with the Initial Term Loans or to increase the Existing Term Loans by requesting new term loan commitments to be added to an existing Tranche of Term Loans (each, an “Incremental Term Facility”) and (ii) to increase the Existing Revolving Loans by requesting new revolving credit commitments to be added to the Existing Revolving Loans (“Supplemental Revolving Credit Commitments”, and together with any Incremental Term Facility, the “Incremental Facilities”) in an aggregate principal amount not to exceed, the Maximum Incremental Facilities Amount at the time of incurrence or establishment of any such Increment Facility; provided that (I) in the case of any Incremental Facility, such increase must be in a minimum principal amount of at least $5,000,000 and will only become effective if (A) no Event of Default has occurred and is continuing or would result from such Incremental Facilities, and (B) the maturity date and the weighted average life to maturity of any Incremental Term Facility shall be no earlier than or shorter than, as the case may be, the Latest Maturity Date or the weighted average life to maturity of the Tranche of Term Loans having the Latest Maturity Date, as applicable (other than an earlier maturity date and/or shorter weighted average life to maturity (1) for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Latest Maturity Date or the remaining weighted average life to maturity of the Tranche of Term Loans having the Latest Maturity Date, as applicable or (2) pursuant to an escrow or similar arrangement with respect to the proceeds of such Incremental Term Loans); (II) the interest rate margins and (subject to clause (I)(B) above) amortization schedule applicable to the loans made pursuant to the Incremental Facilities shall be determined by the Borrower and the applicable incremental lenders; (III) the terms and documentation for any Supplemental Revolving Credit Commitments shall be on the same terms as the Initial Revolving Credit Facility as in effect prior to giving effect to any Incremental Amendment; and (IV) the terms and documentation in respect of any Incremental Facility (other than any Supplemental Revolving Credit Commitment), to the extent not consistent with this Agreement as in effect prior to giving effect to any amendment

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pursuant to clause (b) below, shall otherwise be reasonably satisfactory to Borrower, provided that to the extent such terms and documentation (other than in respect of pricing, call protection and other financial terms) are not consistent with the terms and documentation governing the Initial Facility (except to the extent permitted by clause (I)(B) or (II) above), they shall be reasonably satisfactory to the Administrative Agent and the Borrower. Notwithstanding anything to the contrary in this Agreement, if any Lender that provides any Incremental Term Facility pursuant to this Section 2.21 is an Affiliated Lender that is not an Affiliated Debt Fund, the aggregate principal amount of all Term Loans held by Affiliated Lenders that are not Affiliated Debt Funds after giving effect to the incurrence of such Incremental Term Facility shall not exceed 25% of the aggregate principal amount of all Term Loans (including Incremental Term Loans) outstanding under this Agreement and the aggregate principal amount of all Revolving Credit Commitments held by Affiliated Lenders that are not Affiliated Debt Funds after giving effect to such Supplemental Revolving Credit Commitments shall not exceed 25% of the aggregate principal amount of Revolving Credit Commitments in effect under this Agreement. Each Affiliated Lender that is not an Affiliated Debt Fund that provides Incremental Facilities pursuant to this Section 2.21 agrees to each of the provisions set forth in Section 11.2(l)(iv) with respect to itself and its Incremental Facilities.

(b) Procedures. Borrower shall have the right, but not any obligation, to offer an Incremental Facility to any existing Lender (in the case of any Supplemental Revolving Credit Commitments, any Affiliated Lender) or any other bank or financial institution that is an Eligible Assignee (any such bank or other financial institution, an “Additional Lender”); provided that any Lender or Additional Lender approached to provide all or a portion of any Incremental Facility may elect or decline, in its sole discretion, to provide all or a portion of such Incremental Facility; provided, further, that (x) if such Additional Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder or an Approved Fund, the consent of the Administrative Agent and (in the case of Supplemental Revolving Credit Commitments) the consent of any Issuer (in each case, such consent not to be unreasonably withheld or delayed) shall be required and (y) that such Lender or Additional Lender executes a Joinder Agreement in the form attached hereto as Exhibit V (a “Joinder Agreement”) pursuant to which such Additional Lender agrees to be bound by the terms of this Agreement as a Lender. Borrower may agree to accept a lesser amount of any Incremental Facility than originally requested. On the effective date provided for in any agreement providing for an Incremental Facility (each, an “Incremental Facility Effective Date”), the Incremental Facility will be made available to Borrower in the amount committed to by each Lender or Additional Lender as of the Incremental Facility Effective Date in accordance with clause (c) below. The Borrower shall have the right to allocate such commitments on whatever basis Borrower determines is appropriate. Loans and commitments made pursuant to Incremental Facilities (“Incremental Term Loans” and “Incremental Revolving Credit Commitments”, as applicable) shall become Term Loans or Revolving Credit Commitments, as applicable, under this Agreement pursuant to an amendment to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, Borrower, each Lender agreeing to provide such Incremental Facility, if any, each Additional Lender, if any, and the Administrative Agent (an “Incremental Amendment”). Notwithstanding anything to the contrary in Section 11.1, any such Incremental Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents (i) as may be necessary or appropriate, in the opinion of the Borrower and Administrative Agent, to effect the provisions of this Section 2.21 and/or (ii) so long as such amendments are not adverse to the Lenders, such other changes as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to maintain the fungibility of any such Incremental Term Loans with any tranche of then outstanding Term Loans.

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(c) Funding of Incremental Facilities. On each Incremental Facility Effective Date, each Lender and Additional Lender providing a portion of any Incremental Term Facility shall transfer immediately available funds to the Administrative Agent in an amount equal to its Incremental Term Loan Commitment (less any applicable upfront fees or original issue discount).

Section 2.22 Extension of Term Loans and Revolving Credit Commitments.

(a) Borrower may at any time and from time to time request that all or a portion of the (i) Term Loans of one or more Tranches (including any Extended Term Loans) existing at the time of such request (each, an “Existing Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) and (ii) Revolving Credit Commitments of one or more Tranches (including any Extended Revolving Loans) existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche, the “Existing Revolving Loans”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal or scheduled termination date(s), as applicable, with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.22; provided that (i) any such request shall be made by Borrower to all Lenders with Term Loans or Revolving Credit Commitments, as applicable, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Term Loans or on the aggregate Revolving Credit Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrower. In order to establish any Extended Tranche, Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) in the case of an Extended Term Tranche, so long as the weighted average life to maturity of such Extended Term Tranche would be no shorter than the remaining weighted average life to maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.22 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans set forth in Section 11.2. No Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).

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(b) Borrower shall provide the applicable Extension Request at least ten Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. In connection with any extension of Loans pursuant to this Section 2.22 (each, an “Extension”), Borrower shall agree to such procedures regarding timing, rounding and other administrative adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.22. The Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Term Tranche or Existing Revolving Tranche are requested to respond to the Extension Request. Any Lender may revoke an Extension Election at any time prior to 5:00 P.M. on the date that is two Business Days prior to the Extension Request Deadline, at which point the Extension Election becomes irrevocable (unless otherwise agreed by the Borrower). The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline.

(c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to (i) provisions related to maturity, interest margins, amortization or fees referenced in clauses (x) through (z) of Section 2.22(a), and which, in each case, except to the extent expressly contemplated by the last sentence of this Section 2.22(c) and notwithstanding anything to the contrary set forth in Section 11.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. No Extension Amendment shall provide for any Extended Term Tranche in an aggregate principal amount that is less than $50,000,000 or any Extended Revolving Tranche in an aggregate principal amount that is less than $25,000,000 (in each case, except to the extent a lower amount is agreed to by the Administrative Agent in its reasonable discretion). Notwithstanding anything to the contrary in this Agreement and without limiting the generality or applicability of Section 11.1 to any Section 2.22 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.22 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.22 Additional Amendments do not become effective prior to the time that such Section 2.22 Additional Amendments have been consented to (including, without

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limitation, pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.22 Additional Amendments to become effective in accordance with Section 11.1; provided, further, that no Extension Amendment may provide for (i) any Extended Tranche to be secured by any Collateral or other assets that does not also secure the Existing Tranches or be guaranteed by any person other than the Guarantors and (ii) so long as any Existing Term Tranches are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the Existing Term Tranches (other than Existing Term Tranches secured on a junior basis by the Collateral or ranking junior in right of payment, which shall be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment treatment for Existing Term Tranches than such Extended Term Tranches as contemplated by the proviso in the third to last sentence of Section 2.8(b) and the proviso in Section 2.9(c)); provided further that the Extended Term Loans or Extended Revolving Commitments of no more than two Extended Tranches may mature and/or terminate in any period of twelve months. Notwithstanding anything to the contrary in Section 11.1, any such Extension Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.22; provided that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.22 Additional Amendment.

(d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Tranche so converted by such Lender on such date, and such Extended Tranches shall be established as a separate Tranche from the Specified Existing Tranche and from any other Existing Tranches (together with any other Extended Tranches so established on such date).

(e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such other Lender, a “Non-Extending Lender”) then Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, (i) replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 11.2 (with the assignment fee and any other costs and expenses to be paid by Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to Borrower to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Extended Loans on the terms set forth in such Extension Amendment; provided, further, that all obligations of Borrower owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid in full by the assignee Lender (or, at its option, the Borrower) to such Non-Extending Lender concurrently with such Assignment and Assumption or (ii) if no Event of Default exists under Sections 9.1(a), 9.1(b) or 9.1(f), upon notice to the Administrative Agent, prepay the Existing Loans and terminate the Existing Revolving Commitments in whole or in part, subject to Section 2.14(b), without premium or penalty. In connection with any such replacement under this Section 2.22, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement by the

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later of (A) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (B) the date as of which all obligations of Borrower owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date, the Administrative Agent shall record such assignment in the Register and Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Non-Extending Lender.

(f) Following any Extension Date, with the written consent of Borrower, any Non-Extending Lender may elect to have all or a portion of its Existing Loans deemed to be an Extended Loan under the applicable Extended Tranche on any date (each date a “Designation Date”) prior to the maturity date of such Extended Tranche; provided that such Lender shall have provided written notice to Borrower and the Administrative Agent at least ten Business Days prior to such Designation Date (or such shorter period as the Administrative Agent may agree in its reasonable discretion); provided further that no greater amount shall be paid by or on behalf of Borrower or any of its Affiliates to any such Non-Extending Lender as consideration for its extension into such Extended Tranche than was paid to any Extended Lender as consideration for its Extension into such Extended Tranche. Following a Designation Date, the Existing Loans held by such Lender so elected to be extended will be deemed to be Extended Loans of the applicable Extended Tranche, and any Existing Loans held by such Lender not elected to be extended, if any, shall continue to be “Existing Loans” of the applicable Tranche.

(g) With respect to all Extensions consummated by Borrower pursuant to this Section 2.22, (i) such Extensions shall not constitute optional or mandatory payments or prepayments for purposes of Sections 2.8 or 2.9 and (ii) no Extension Request is required to be in any minimum amount or any minimum increment, provided that Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Request in Borrower’s sole discretion and may be waived by Borrower) of Existing Loans of any or all applicable Tranches be extended. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.22 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may be set forth in the relevant Extension Request) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.8, 2.9 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.22.

Section 2.23 Permitted Debt Exchanges.

(a) Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted Debt Exchange Offer”) made from time to time by Borrower to all Lenders (other than any Lender that, if requested by Borrower, is unable to certify that it is either a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (as defined in Rule 501 under the Securities Act)) with outstanding Term Loans of a particular Tranche, as selected by Borrower, Borrower may from time to time following the Closing Date consummate one or more exchanges of Term Loans of such Tranche for indebtedness in the form of secured notes ranking junior to the Liens securing the Facilities or unsecured notes (such notes, “Permitted Debt Exchange

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Notes,” and each such exchange a “Permitted Debt Exchange”), so long as the following conditions are satisfied: (i) such Permitted Debt Exchange Notes have a stated maturity that is after the Latest Maturity Date and a weighted average life to maturity, at the time of issuance, of not less than the remaining weighted average life of the Tranche of Term Loans having the Latest Maturity Date, (ii) if secured by Collateral, such Permitted Debt Exchange Notes shall be subject to an Intercreditor Agreement or Other Intercreditor Agreement, (iii) the aggregate principal amount (calculated on the face amount thereof) of Term Loans exchanged shall be equal to the aggregate principal amount (calculated on the face amount thereof) of Permitted Debt Exchange Notes issued in exchange for such Term Loans, (iv) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans exchanged by Borrower pursuant to any Permitted Debt Exchange shall automatically be permanently cancelled and retired by Borrower on the date of the settlement thereof (and, if requested by the Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Assumption, or such other form as may be reasonably requested by the Administrative Agent, in respect thereof pursuant to which the respective Lender assigns its interest in the Term Loans being exchanged pursuant to the Permitted Debt Exchange to Borrower for immediate cancellation), (v) if the aggregate principal amount of all Term Loans (calculated on the face amount thereof) tendered by Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans which exceeds the principal amount of the applicable Tranche actually held by it) shall exceed the maximum aggregate principal amount of Term Loans offered to be exchanged by Borrower pursuant to such Permitted Debt Exchange Offer, then Borrower shall exchange Term Loans subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum amount based on the respective principal amounts so tendered, (vi) each such Permitted Debt Exchange Offer shall be made on a pro rata basis to the Lenders (other than any Lender that, if requested by Borrower, is unable to certify that it is either a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (as defined in Rule 501 under the Securities Act)) based on their respective aggregate principal amounts of outstanding Term Loans of the applicable Tranche, (vii) all documentation in respect of such Permitted Debt Exchange shall be consistent with the foregoing, and all written communications generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and made in consultation with the Administrative Agent, (viii) any applicable Minimum Exchange Tender Condition shall be satisfied and (ix) such Permitted Debt Exchange Notes shall not be guaranteed by any Person other than a Guarantor or be secured by any assets of the Borrower or any Subsidiary not constituting Collateral. Notwithstanding anything to the contrary herein, no Lender shall have any obligation to agree to have any of its Loans or Commitments exchanged pursuant to any Permitted Debt Exchange Offer.

(b) With respect to all Permitted Debt Exchanges effected by Borrower pursuant to this Section 2.23, (i) such Permitted Debt Exchanges (and the cancellation of the exchanged Term Loans in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.8 and 2.9 and (ii) Borrower may at its election specify as a condition (a “Minimum Exchange Tender Condition”) to consummating any such Permitted Debt Exchange that a minimum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in Borrower’s discretion) of Term Loans be tendered.

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(c) In connection with each Permitted Debt Exchange, Borrower shall provide the Administrative Agent at least ten Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and Borrower and the Administrative Agent, acting reasonably, shall mutually agree to such procedures as may be necessary or advisable to accomplish the purposes of this Section 2.23 and without conflict with Section 2.23(d); provided that the terms of any Permitted Debt Exchange Offer shall provide that the date by which the relevant Lenders are required to indicate their election to participate in such Permitted Debt Exchange shall be not less than ten Business Days following the date on which the Permitted Debt Exchange Offer is made (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion).

(d) Borrower shall be responsible for compliance with, and hereby agrees to comply with, all applicable securities and other laws in connection with each Permitted Debt Exchange, it being understood and agreed that (x) neither the Administrative Agent nor any Lender assumes any responsibility in connection with Borrower’s compliance with such laws in connection with any Permitted Debt Exchange (other than Borrower’s reliance on any certificate delivered by a Lender pursuant to Section 2.23(a) above for which such Lender shall bear sole responsibility) and (y) each Lender shall be solely responsible for its compliance with any applicable “insider trading” laws and regulations to which such Lender may be subject under the Exchange Act, as amended.

Section 2.24 Specified Refinancing Facilities.

(a) The Borrower may, from time to time, add one or more new term loan facilities (the “Specified Refinancing Term Loan Facilities”) and new revolving credit facilities (the “Specified Refinancing Revolving Facilities, and, together with the Specified Refinancing Term Loan Facilities, the “Specified Refinancing Facilities”) to the Facilities to refinance (i) all or any portion of any Tranche of Term Loans then outstanding under this Agreement or (ii) all or any portion of any Tranche of Revolving Loans (or unused Revolving Credit Commitments) under this Agreement; provided that (i) the Specified Refinancing Facilities will not be guaranteed by any Person other than the Guarantors, and will be secured on a pari passu or (at the Borrower’s option) junior basis by the same or lesser Collateral securing the Obligations (so long as any applicable Specified Refinancing Facilities (and related Obligations) are, in the case of junior specified debt, incurred pursuant to a separate credit agreement and are subject to the Intercreditor Agreement or an Other Intercreditor Agreement), (ii) the Specified Refinancing Term Loan Facilities and any term loans drawn thereunder (the “Specified Refinancing Term Loans”) and Specified Refinancing Revolving Facilities and revolving loans drawn thereunder (the “Specified Refinancing Revolving Loans” and, together with the Specified Refinancing Term Loans, the “Specified Refinancing Loans”) shall rank pari passu in right of payment with or (at the Borrower’s option) junior to the Obligations, (iii) no Specified Refinancing Amendment may provide for any Specified Refinancing Facility or any Specified Refinancing Loans to be secured by any Collateral or other assets of any Loan Party that do not also secure the Obligations, (iv) the Specified Refinancing Facilities will have such pricing, amortization (subject to clause (vi) below) and optional and mandatory prepayment terms as may be agreed by the Borrower and the applicable Lenders thereof, (v) the maturity date of any Specified Refinancing Revolving Facility shall be no earlier than, and no scheduled mandatory commitment reduction in respect thereof shall be required prior to, the scheduled maturity date of the Tranche of Revolving Loans being refinanced, (vi) the maturity date and the weighted average life to maturity of any Specified Refinancing Term Loan Facility shall be no earlier than or shorter than, as the case may be, the scheduled maturity date of the Tranche of Term Loans being refinanced or the remaining weighted average life to maturity of the Term Loans being refinanced, as applicable (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge

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financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the scheduled maturity date of the Tranche of Term Loans being refinanced or the remaining weighted average life to maturity of the Term Loans being refinanced, as applicable), (vii) the Net Cash Proceeds of such Specified Refinancing Facility shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced (and, in the case of Revolving Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.9(a)(iii)(B); and (viii) the Specified Refinancing Facilities shall not have a principal or commitment amount greater than the Loans or Commitments being refinanced plus the aggregate amount of all fees, premiums and other costs and expenses incurred in connection with such refinancing.

(b) Each request from the Borrower pursuant to this Section 2.24 shall set forth the requested amount and proposed terms of the relevant Specified Refinancing Facility. The Specified Refinancing Facilities (or any portion thereof) may be made by any existing Lender or by any other bank or financial institution (any such bank or other financial institution, an “Additional Specified Refinancing Lender”, and the Additional Specified Refinancing Lenders together with any existing Lender providing Specified Refinancing Facilities, the “Specified Refinancing Lenders”); provided that if such Additional Specified Refinancing Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder or an Approved Fund, the consent of the Administrative Agent and (in the case of a Specified Refinancing Revolving Facility) the consent of any Issuer (in each case, such consent not to be unreasonably withheld or delayed) shall be required (it being understood that any such Additional Specified Refinancing Lender that is an Affiliated Lender shall be subject to the provisions of Section 11.2(l), mutatis mutandis, to the same extent as if such Specified Refinancing Facilities and related Obligations had been obtained by such Lender by way of assignment).

(c) Specified Refinancing Facilities shall become Facilities under this Agreement pursuant to a Specified Refinancing Amendment to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower and each applicable Specified Refinancing Lender. Any Specified Refinancing Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Borrower and the Administrative Agent, to effect the provisions of this Section 2.24, in each case on terms consistent with this Section 2.24.

(d) Any loans made in respect of any such Specified Refinancing Facility shall be made by creating a new Tranche. Each Specified Refinancing Facility made available pursuant to this Section 2.24 shall be in a minimum aggregate amount of at least $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or, such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion). Any Specified Refinancing Amendment with respect to a Specified Refinancing Revolving Facility may provide for the issuance of Letters of Credit for the account of the Borrower or any Restricted Subsidiary; provided that no Issuer shall be obligated to provide any such Letters of Credit unless it has consented (in its sole discretion) to the applicable Specified Refinancing Amendment.

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(e) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Specified Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Specified Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or appropriate to reflect the existence and terms of the Specified Refinancing Facilities incurred pursuant thereto (including the addition of such Specified Refinancing Facilities as separate “Facilities” and “Tranches” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Specified Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) and the Lenders providing such Specified Refinancing Facilities, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.24. In addition, if so provided in the relevant Specified Refinancing Amendment and with the consent of each Issuer (not to be unreasonably withheld, delayed or conditioned), participations in Letters of Credit expiring on or after the scheduled maturity date in respect of the respective Tranche of Revolving Loans or Commitments shall be reallocated from Lenders holding Revolving Commitments to Lenders holding commitments under Specified Refinancing Revolving Facilities in accordance with the terms of such Specified Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding commitments under such Specified Refinancing Revolving Facilities, be deemed to be participation interests in respect of such commitments under such Specified Refinancing Revolving Facilities and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.

ARTICLE III

CONDITIONS TO LOANS AND LETTERS OF CREDIT

Section 3.1 Conditions Precedent to Initial Term Loans. The obligation of each Lender to make the Initial Term Loans requested to be made by it and to make Initial Revolving Loans (if any) on the Closing Date and the obligation of each Issuer to Issue Letters of Credit hereunder shall not become effective until the date (the “Closing Date”) on which each of the following conditions precedent is satisfied or duly waived in accordance with Section 11.1):

(a) Certain Documents. The Administrative Agent shall have received on or prior to the Closing Date substantially concurrently with the satisfaction of the other conditions each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent:

(i) this Agreement, duly executed and delivered by Borrower and Holdings;

(ii) the Guaranty, duly executed and delivered by each Guarantor;

(iii) the Pledge and Security Agreement, duly executed and delivered by each Loan Party, together with each of the following:

(A) evidence reasonably satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered on the Closing Date, the Administrative Agent (for the benefit of the applicable Secured Parties) shall have a valid and perfected first priority security interest in the Collateral to the extent provided in the Collateral Documents (subject to Liens on the applicable assets otherwise permitted hereby and thereby), including such documents duly

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executed by each such Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC and copyright security agreements suitable for filing with the United States Copyright Office or, with respect to trademarks and patents, notifications and confirmations of grants of security interest suitable for filing with the United States Patent and Trademark Office), as the case may be, and other applicable documents with respect to the perfection of Liens created by the applicable Pledge and Security Agreement;

(B) share certificates representing all certificated Pledged Stock being pledged pursuant to such Pledge and Security Agreement, to the extent deliverable, and stock powers for such share certificates executed in blank; and

(C) Combined Affiliate Promissory Notes, and instruments of transfer for such Combined Affiliate Promissory Notes executed in blank;

(iv) a favorable opinion of (A) Debevoise & Plimpton LLP, special New York counsel to the Loan Parties as to such matters as reasonably requested by the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent and (B) Richards, Layton & Finger, P.A., special Delaware counsel as to such matters as reasonably requested by the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent;

(v) a certificate dated as of a recent date from the Secretary of State of the jurisdiction of organization of each Loan Party attesting to the good standing of each such Loan Party;

(vi) a copy of the Constituent Document of each Loan Party, certified (if appropriate in such jurisdiction) as of a recent date by the Secretary of State of the state of organization (or other appropriate official) of such Loan Party;

(vii) a certificate of the Secretary or an Assistant Secretary (or other appropriate officer) of each Loan Party certifying (A) the names and true signatures of each officer of such Loan Party or other authorized signatory that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to this clause (vii);

(viii) a certificate of the chief financial officer of the Borrower in the form of Exhibit T certifying as to the Solvency, after giving effect to the Transactions of the Borrower and its Subsidiaries on a combined basis;

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(ix) a certificate of a Responsible Officer of Borrower certifying that substantially concurrently with the consummation of the Transactions the conditions set forth in Section 3.1(d) have been satisfied or waived; and

(x) a duly executed Notice of Borrowing and, with respect to any Letter of Credit, the Administrative Agent and the applicable Issuer shall have received a duly executed Letter of Credit Request.

(b) The Lenders shall have received audited consolidated balance sheets and related consolidated statements of operations and cash flows of Borrower and its Subsidiaries for the fiscal years ended December 31, 2018 and December 31, 2019. The Administrative Agent hereby acknowledges receipt of such financial statements.

(c) Fees Paid. There shall have been paid to the Administrative Agent, for the account of the Administrative Agent, the Joint Lead Arrangers and the Lenders, as applicable, all fees required to be paid on or before the Closing Date pursuant to this Agreement and the Fee Letter.

(d) Transactions. The Existing Credit Facilities Refinancing Date Transactions shall be consummated substantially concurrently with the Closing Date.

(e) [Reserved].

(f) Other Indebtedness. Immediately following the Transactions, neither Holdings nor any of its Subsidiaries will have any outstanding third-party debt for borrowed money other than the Facilities, existing Indebtedness listed on Schedule 8.1 or that Holdings has requested to be permitted to remain outstanding with the approval of the Committed Lenders (not to be unreasonably withheld), and, at the option of Holdings, any Financing Leases existing on the Closing Date or otherwise permitted to be incurred and to remain outstanding on the Closing Date.

(g) Lien Searches. The Administrative Agent shall have received the results of customary lien and judgment searches made with respect to each Loan Party and requested by the Administrative Agent at least 30 days prior to the Closing Date.

(h) [Reserved].

(i) Patriot Act. The Administrative Agent shall have received at least three Business Days prior to the Closing Date all documentation and information reasonably requested in writing by the Administrative Agent, at least 10 calendar days prior to the Closing Date, about the Borrower and Guarantors required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and the CDD Rule.

(j) [Reserved].

Notwithstanding anything to the contrary in Section (a)(iii) above, to the extent any Collateral or any security interest therein (other than the United States pledge and perfection of security interests in pledged certificated stock of the Borrower and its Domestic Subsidiaries (including the delivery of such share certificates) to the extent required under the Collateral Documents and

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other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) is not provided and/or perfected on the Closing Date after the applicable Loan Party’s use of commercially reasonable efforts to do so, the delivery of such Collateral (and/or the perfection of security interests therein) shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall be required to be delivered and perfected after the Closing Date (and in any event, in the case of the delivery and perfection of United States Collateral not otherwise required on the Closing Date, within 90 days after the Closing Date plus any extensions granted by the Administrative Agent in its sole discretion) pursuant to arrangements to be mutually agreed.

Section 3.2 Conditions Precedent to Each Loan and Letter of Credit. The obligation of each Lender on any date to make any Loan and of each Issuer on any date to Issue any Letter of Credit is subject to the satisfaction of each of the following conditions precedent:

(a) Request for Borrowing or Issuance of Letter of Credit. With respect to any Loan, the Administrative Agent shall have received a duly executed Notice of Borrowing and, with respect to any Letter of Credit, the Administrative Agent and the applicable Issuer shall have received a duly executed Letter of Credit Request.

(b) Representations and Warranties; No Defaults. The following statements shall be true on the date of such Loan or Issuance (other than an initial Loan or Issuance pursuant to an Incremental Facility established in connection with a Limited Condition Transaction), both before and after giving effect thereto and, in the case of any such Loan, to the application of the proceeds therefrom:

(i) the representations and warranties set forth in Article IV and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date; and

(ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom.

Each submission by Borrower to the Administrative Agent of a Notice of Borrowing and the acceptance by such Borrower of the proceeds of each Loan requested therein, and each submission by Borrower to an Issuer of a Letter of Credit Request, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by Holdings and Borrower as to the matters specified in clause (b) above on the date of the making of such Loan or the Issuance of such Letter of Credit.

Section 3.3 Determinations of Initial Borrowing Conditions. For purposes of determining compliance with the conditions specified in Section 3.1, each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Lender prior to the initial Borrowing or Issuance hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

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Section 3.4 Additional Conditions to Issuances. In addition to the other conditions precedent herein set forth, if any Lender becomes, and during the period it remains, a Defaulting Lender, the Issuers will not be required to Issue any Letter of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, except to the extent any exposure that would result therefrom is eliminated or fully covered by the reallocation of the Revolving Credit Commitments of the Non-Defaulting Lenders or by Cash Collateralization as set forth in Section 2.19 and Section 2.20.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Lenders, the Issuers and the Administrative Agent to enter into this Agreement, Borrower represents and warrants each of the following to the Lenders, the Issuers and the Administrative Agent, on and as of the Closing Date, after giving effect to the making of the Loans and the other financial accommodations on the Closing Date, and on and as of each date as required by Section 3.2(b)(i):

Section 4.1 Organization, Good Standing, Power, Etc. Each Loan Party (a) is validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization except where, with respect to a Loan Party other than the Borrower or any Subsidiary Guarantor that is a Significant Subsidiary, the failure to be in good standing would not have or reasonably be expected to have a Material Adverse Effect in the aggregate over all such failures, (b) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, except where the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect and (c) is in compliance with its Constituent Documents, except where failure to comply would not be reasonably expected to have a Material Adverse Effect.

Section 4.2 Capitalization of the Loan Parties. Schedule 4.2 sets forth a complete and accurate list showing, as of the Closing Date, all Subsidiaries of Borrower and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock outstanding and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by Borrower.

Section 4.3 Corporate Power; Authorization; Enforceable Obligations.

(a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:

(i) are within such Loan Party’s corporate, limited liability company, partnership or other powers;

(ii) have been or, at the time of delivery thereof pursuant to Article III will have been duly authorized by all necessary corporate, limited liability, partnership or other similar action, including the consent of shareholders, partners and members where required;

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(iii) do not and will not (A) contravene such Loan Party’s or any of its Restricted Subsidiaries’ respective Constituent Documents in any respect to a Loan Party other than the Borrower or any Subsidiary Guarantor that is a Significant Subsidiary that would reasonably be expected to have a Material Adverse Effect, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any material Contractual Obligation of such Loan Party or any of its Restricted Subsidiaries in any respect that would reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Restricted Subsidiaries, other than those in favor of, or collaterally assigned to, the Secured Parties, as the case may be, pursuant to the Collateral Documents; and

(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than (A) those that have been or will be, prior to the Closing Date, obtained or made, and each of which on the Closing Date will be in full force and effect, (B) with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents and (C) those the failure of which to obtain could not reasonably be expected to result in a Material Adverse Effect.

(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms subject only to applicable laws relating to (i) bankruptcy, insolvency, reorganization, moratorium or creditors’ rights generally and (ii) general equitable principles including the discretion that a court may exercise in the granting of equitable remedies.

Section 4.4 Financial Statements and Other Information.

(a) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2018 and December 31, 2019, and the related audited consolidated statements of operations and cash flows for the years then ended, copies of which have been furnished to the Lenders, fairly present in all material respects the combined financial condition of the Borrower and its Subsidiaries as at such dates and the combined results of the operations of the Borrower and its Subsidiaries for the period ended on such dates in conformity with GAAP.

(b) As of the Closing Date other than as set forth on Schedule 4.4, no Loan Party has any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment that is not reflected in the Financial Statements referred to in Section 3.1(b) above or in the notes thereto or otherwise permitted by this Agreement.

Section 4.5 Material Adverse Effect. Since December 31, 2019, there has been no Material Adverse Effect.

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Section 4.6 Taxes. To the knowledge of Borrower and other than in respect of any such (i) Taxes that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) Taxes the amount or validity of which are currently being contested in good faith and by appropriate proceedings if adequate reserves have been established on the books of such Agilon Restricted Entity or such Tax Affiliate in conformity with GAAP:

(a) all material U.S. federal, state, local and foreign tax returns, reports and statements required to be filed by each Agilon Restricted Entity or any of its Tax Affiliates have been filed with the appropriate Governmental Authorities and (i) all Taxes shown to be due and payable therein have been paid prior to the date when due and (ii) all Taxes shown to be due and payable on any assessments of which it has received notice made against it or any of its property and all other Taxes imposed on it or any of its property by any Governmental Authority; and

(b) no Tax Liens, other than Liens permitted under Section 8.2, have been filed, and no claim is being asserted in writing, with respect to any such Taxes.

Section 4.7 Real Property.

(a) As of the Closing Date, Schedule 4.7(a) sets forth a complete list of each real property owned by any Agilon Restricted Entity (each, an “Owned Real Property”) that is a

Material Real Property, and Schedule 4.7(b) sets forth a complete list of all Material Leases.

(b) Each of the Material Leases is in full force and effect except where the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect.

(c) As of the Closing Date, except as disclosed in Schedule 4.7(a), Borrower and its Restricted Subsidiaries have good and valid fee simple title to all Owned Real Properties and all buildings, structures and other improvements located thereon, free and clear of all Liens, other than Liens permitted under Section 8.2, except where the failure to have such title would not reasonably be expected to have a Material Adverse Effect.

(d) As of the Closing Date, except as disclosed in Schedule 4.7(b), either Borrower or a Restricted Subsidiary thereof has a valid, binding and enforceable leasehold interest in and to the properties and (to the extent provided for under the terms of the applicable Material Leases) all buildings, structures or other improvements located thereon pursuant to such Material Leases, free and clear of all Liens, except Liens permitted under Section 8.2, except where the failure to have such interest would not reasonably be expected to have a Material Adverse Effect.

(e) All of the buildings, fixtures and improvements included on or in any Material Real Property or any property subject to a Material Lease are in satisfactory condition and repair for the continued use of such Material Real Property or such property subject to a Material Lease, as applicable, in the ordinary course of business consistent with past practices, except where the failure of such condition and repair would not reasonably be expected to have a Material Adverse Effect.

Section 4.8 [Reserved].

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Section 4.9 Intellectual Property Rights. Except as set forth on Schedule 4.9, the Loan Parties own or otherwise have the legal right to use all United States patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, trade secrets, know-how and other intellectual property rights that are material to the business of Borrower and its Restricted Subsidiaries as currently conducted, taken as a whole, except in each case for those circumstances where the failure to own or have such legal right to use would not be reasonably expected to have a Material Adverse Effect, and to each Loan Party’s knowledge no current use of the foregoing intellectual property by Borrower or any of its Restricted Subsidiaries infringes upon, misappropriates or dilutes any intellectual property rights owned by any other Person, and no claim or litigation regarding any of the foregoing is pending or threatened against any Loan Party, except in each case for those circumstances where such use, claim or litigation would not be reasonably expected to have a Material Adverse Effect.

Section 4.10 Litigation.

(a) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Borrower, threatened by or against the Borrower or any of its Restricted Subsidiaries or against any of their respective properties or revenues, (x) except as described on Schedule 4.10, which is so pending or threatened at any time on or prior to the Closing Date and relates to any of the Loan Documents or any of the transactions contemplated thereby or (y) which would be reasonably expected to have a Material Adverse Effect.

(b) The performance by any Agilon Restricted Entity of its obligations under any Loan Document is not restrained or enjoined (either temporarily, preliminarily or permanently) by any order, judgment, decree or other determination of any Governmental Authority.

Section 4.11 Compliance with Law; Authorizations.

(a) Each Agilon Restricted Entity (i) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate over all such failures, have a Material Adverse Effect and (ii) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for the ownership, operation and conduct of its assets and business, except for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make would not, in the aggregate over all such failures, have a Material Adverse Effect.

(b) To the knowledge of Holdings and Borrower, there are no Requirements of Law applicable to any Agilon Restricted Entity the compliance with which by such Agilon Restricted Entity, as the case may be, would have a Material Adverse Effect in the aggregate over all such compliances.

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Section 4.12 Environmental Matters.

(a) The Agilon Entities currently have all Environmental Permits required for the conduct of their business and have for the past three years been in compliance with such Environmental Permits and the other requirements of Environmental Laws, except for non-compliance or the failure to have a Permit which would not reasonably be expected to result, in a Material Adverse Effect. All of such Environmental Permits are in full force and effect, and there are no Environmental Claims pending or, to the knowledge of Holdings and Borrower, threatened which could result in the revocation, cancellation or suspension of any such Permits, except where such revocation, cancellation or suspension would not reasonably be expected to result in a Material Adverse Effect.

(b) None of the Agilon Restricted Entities has received any written notice from any Governmental Authority or other third party with respect to any violation of or any liability (including any liability with respect to a Release) as of the date on which this representation is given or repeated under any Environmental Laws that, in either case, or would reasonably be expected to result in a Material Adverse Effect.

(c) No real property owned or leased by any of the Agilon Restricted Entities contains or, to the knowledge of Holdings and Borrower, has ever contained any underground storage tanks, surface impoundments, pits, sumps, septic tanks or lagoons containing any Contaminant, the presence of which are in violation of Environmental Laws or in relation to which Releases have occurred, which violation or Release would reasonably be expected to result in a Material Adverse Effect.

(d) None of the Agilon Restricted Entities has received any written notice, claim, or request for information relating to any third-party location or waste disposal site alleging that any Agilon Restricted Entity is or may be liable to any Person or Governmental Authority in connection with Environmental Matters relating to or arising from any such location or site and, to the knowledge of Holdings and Borrower, there are no circumstances that are reasonably likely to lead to the service of any such written notice, except where such notice, claim or request for information would not reasonably be expected to result in a Material Adverse Effect.

(e) No Contaminant has been Released by any of the Agilon Restricted Entities or, to the knowledge of Borrower, by any other party, at any of the real property owned or leased by any of the Agilon Restricted Entities in violation of Environmental Laws or in relation to which Remedial Actions are or would be required, which in either case, would reasonably be expected to have resulted in a Material Adverse Effect.

(f) As of the Closing Date, no Environmental Lien has attached to any Material Real Property of any Agilon Restricted Entity, and to the knowledge of Holdings and Borrower, no facts, circumstances or conditions exist that would reasonably be expected to result in any Environmental Lien attaching to any such property, other than those that would not reasonably be expected to have a Material Adverse Effect.

(g) To the knowledge of Holdings and Borrower, except as disclosed to the Lender, there are no facts, circumstances or conditions arising out of or relating to the operations or ownership of each Agilon Restricted Entity or of real property owned, operated or leased by each Agilon Restricted Entity or any of its Subsidiaries that would result in Environmental Liabilities and Costs other than those that would not reasonably be expected to have a Material Adverse Effect.

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(h) Borrower has made available to the Administrative Agent copies of all environmental, health or safety audits, studies, assessments, inspections, investigations or other environmental health and safety reports identifying issues that would reasonably be expected to have a Material Adverse Effect relating to the operations of each Agilon Restricted Entity or any real property of any of them, that are in the possession, custody or control of each Agilon Restricted Entity as of the Closing Date.

Section 4.13 Labor Matters.

(a) There are no strikes, work stoppages, slowdowns or lockouts pending or threatened against or involving any Agilon Restricted Entity, other than those that, in the aggregate over all such strikes, work stoppages, slowdowns or lockouts, would not have a Material Adverse Effect.

(b) Except as set forth on Schedule 4.13(b), there are no unfair labor practices, grievances or complaints pending, or, to any Agilon Restricted Entity’s knowledge, threatened, against or involving any Agilon Restricted Entity, nor, to the knowledge of Borrower, are there any arbitrations or grievances threatened involving any Agilon Restricted Entity, in each case, that could reasonably be expected to result in a Material Adverse Effect.

(c) Except as set forth on Schedule 4.13(c), as of the Closing Date, there is no collective bargaining agreement covering any employee of any Agilon Restricted Entity.

Section 4.14 ERISA Matters.

(a) Schedule 4.14 separately identifies as of the Closing Date all Title I Plans, material Foreign Plans and all Multiemployer Plans.

(b) Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Plan intended to be qualified under Section 401(a) of the Code, or applicable law and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS (if applicable) and, to the knowledge of Borrower, there are no existing circumstances or events that would be expected to adversely affect the qualified status of any plan and (ii) each Title IV Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law.

(c) No ERISA Event has occurred, nor is any ERISA Event reasonably expected to occur, other than those that, in the aggregate, would not have a Material Adverse Effect.

(d) There are no Unfunded Pension Liabilities, except for such liabilities that, in the aggregate, would not have a Material Adverse Effect.

(e) Each Foreign Plan of Holdings, Borrower or any of their Subsidiaries is in compliance with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan, except as, in the aggregate, would not have a Material Adverse Effect. With respect to each Foreign Plan, none of Holdings, Borrower, any of their Subsidiaries or any of their Affiliates or any of their respective directors, officers, employees or

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agents has engaged in a transaction which would subject Holdings, Borrower or any of their Subsidiaries, directly or indirectly, to penalty which, individually or in the aggregate, could reasonably be expected to result in a material liability to an Agilon Restricted Entity. With respect to each Foreign Plan, reserves have been established in the financial statements furnished to Lenders in respect of any Unfunded Pension Liabilities to the extent required by applicable law or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Plan is maintained.

Section 4.15 Full Disclosure.

(a) As of the Closing Date, the written information (other than the Projections and information of a general economic or general industry nature) that has been made available by or on behalf of each Loan Party to the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, taken as a whole, was, when furnished, correct in all material respects and did not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made (after giving effect to all supplements thereto at or prior to the making of such representation).

(b) As of the Closing Date, the Projections that have been made available by or on behalf of each Loan Party to the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto have been prepared in good faith based upon assumptions that such Loan Party believed to be reasonable at the time made and at the time the related Projections were made available to the Lenders; it being understood that the Projections were as to future events and are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material.

Section 4.16 Use of Proceeds. The proceeds of the Initial Term Loans made on the Closing Date will be used solely to finance the Existing Credit Facilities Refinancing Date Transactions and the other Transactions, including payment of the Promissory Note at the times, and in the amounts, specified therein and fees and expenses relating thereto. The Revolving Credit Facility may be used for any of the foregoing purposes or to provide working capital from time to time for Borrower and its Subsidiaries, capital expenditures and for any other purposes not prohibited by this Agreement.

Section 4.17 Margin Regulations. Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board), and no proceeds of any Borrowing will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock in contravention of Regulation T, U or X of the Federal Reserve Board.

Section 4.18 Investment Company Act; Other Regulations. Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act. Borrower is not subject to regulation under any Federal or State statute or regulation (other than Regulation X of the Federal Reserve Board) which limits its ability to incur Indebtedness as contemplated hereby.

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Section 4.19 Solvency. As of the Closing Date, after giving effect to the consummation of the Transactions, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.

Section 4.20 Insurance. All material policies of insurance (including all self insurance arrangements) of any kind or nature of each Agilon Restricted Entity, including policies of life, fire, theft, product liability, public liability, property damage, other casualty, employee fidelity, workers’ compensation and employee health and welfare insurance, are in full force and effect and, in the aggregate, are of a nature and provide such coverage as is sufficient and as is customarily carried by businesses of the size and character of such Person. As of the Closing Date, no Agilon Restricted Entity has been refused insurance for any material coverage for which it had applied or had any policy of insurance terminated (other than at its request).

Section 4.21 No Default. Since the Closing Date, no Default or Event of Default has occurred and is continuing.

Section 4.22 Patriot Act. As of the Closing Date, (a) the Borrower and each of its Subsidiaries is in compliance, in all material respects, with the Patriot Act.

Section 4.23 Anti-Corruption Laws and Sanctions. The Borrower, its Subsidiaries and (to Borrower’s knowledge) their respective directors and officers are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors or officers is a Sanctioned Person. No use of proceeds of any Borrowing or Letter of Credit will knowingly be used in violation of Anti-Corruption Laws or applicable Sanctions.

ARTICLE V

FINANCIAL COVENANT

Borrower agrees with the Lenders, each Issuer and the Administrative Agent to the following as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

Section 5.1 Maximum Leverage Ratio. the Borrower shall not permit the Leverage Ratio as of the last day of each Financial Covenant Period for which Financial Statements have been (or have been required to be) delivered under Section 6.1 to exceed the ratio set forth opposite the then applicable date set forth below:

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Date	Leverage Ratio
Fiscal Quarter ending March 31, 2021 and until (and including) the Fiscal Quarter ending September 30, 2022	4.00 to 1.00
Fiscal Quarter ending December 31, 2022 and until (and including) the Fiscal Quarter ending September 30, 2023	3.00 to 1.00
Fiscal Quarter ending December 31, 2023 and until (and including) the Fiscal Quarter ending September 30, 2024	5.00 to 1.00
Fiscal Quarter ending December 31, 2024 and until (and including) the Fiscal Quarter ending September 30, 2024	4.25 to 1.00
Fiscal Quarter ending December 31, 2025 and for all subsequent Fiscal Quarters	3.50 to 1.00

Section 5.2 [Reserved].

Section 5.3 Minimum Liquidity. Commencing with the Fiscal Quarter ending March 31, 2021 and until the occurrence of a Qualifying Threshold IPO (but excluding any Fiscal Quarter ending thereafter), the Borrower shall not (i) permit Liquidity as of the last day of each such Fiscal Quarter to be less than $50,000,000 and (ii) permit the amount of Revolving Availability as of the last day of each such Fiscal Quarter to be less than $10,000,000.

REPORTING COVENANTS

Borrower agrees with the Lenders, each Issuer and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

Section 6.1 Financial Statements. Borrower shall furnish to the Administrative Agent, on behalf of the Lenders, a copy of each of the following:

(a) Quarterly Reports. Within 50 days after the end of the first three Fiscal Quarters of each Fiscal Year (or such longer period as would be permitted by the SEC if the Borrower or Holdings (or any Parent Entity) were then subject to SEC reporting requirements as a non-accelerated filer) beginning with the Fiscal Quarter ending March 31, 2021, financial information regarding the Borrower and its Subsidiaries consisting of (A) consolidated unaudited balance sheets as of the end of each quarter and (B) the related statements of operations for such quarter and for that portion of the Fiscal Year ending as of the close of such quarter and cash flow for that portion of the Fiscal Year ending as of the close of such quarter, certified by a Responsible Officer of Borrower as fairly presenting the consolidated financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments and the absence of comparable balance sheets or figures for the corresponding period in the prior Fiscal Year) together with a management’s discussion and analysis of financial information (which need not be prepared in accordance with Item 303 of Regulation S-K of the Securities Act). Notwithstanding the foregoing, the obligations in this Section 6.1(a) may be satisfied with respect to financial information of

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Borrower and its Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any Parent Entity) or (B) Borrower’s, or Holdings’ (or any Parent Entity’s), as applicable, quarterly report on Form 10-Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or a Parent Entity) and Holdings (or such Parent Entity) has material operations separate and apart from its ownership of the Borrower, such information is accompanied by information that explains in reasonable detail (as determined by Borrower in good faith) the differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to Borrower and its Subsidiaries on a standalone basis, on the other hand.

(b) Annual Reports. Within 100 days after the end of each Fiscal Year (or such longer period as would be permitted by the SEC if the Borrower or Holdings (or any Parent Entity) were then subject to SEC reporting requirements as a non-accelerated filer) beginning with the Fiscal Year ending December 31, 2020, a copy of the consolidated balance sheet of the Borrower as at the end of such year and the related consolidated statements of operations, equity and cash flows for such year, setting forth, commencing with the financial statements for the Fiscal Year ending December 31, 2020, in each case, in comparative form, the figures for and as of the end of the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (provided that such report may contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, if such qualification or exception arises solely with respect to, results from or arises on account of (i) an upcoming Maturity Date hereunder or any other Indebtedness Incurred in compliance with this Agreement, (ii) any potential or actual inability to satisfy any financial maintenance covenant included in this Agreement or any other Indebtedness of the Borrower or its Subsidiaries or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary), by Ernst & Young LLP or other independent certified public accountants of nationally recognized standing. Notwithstanding the foregoing, the obligations in this Section 6.1(b) may be satisfied with respect to financial information of Borrower and its Subsidiaries by furnishing (A) the applicable financial statements of any Parent Entity or (B) the Borrower’s, or Holdings’ (or any Parent Entity’s), as applicable, annual report on Form 10-K filed with the SEC; provided that, with respect to each of clauses (A) and (B), (1) to the extent such information relates to Holdings (or a Parent Entity) and Holdings (or such Parent Entity) has material operations separate and apart from its ownership of the Borrower, such information is accompanied by information that explains in reasonable detail (as determined by Borrower in good faith) the differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to Borrower and its Subsidiaries on a standalone basis, on the other hand and (2) to the extent such information is in lieu of information required to be provided pursuant to this Section 6.1(b), such materials are accompanied by an opinion of Ernst & Young LLP or other independent registered public accounting firm of nationally recognized standing, which opinion shall not be qualified as to the scope of audit or as to Holdings (or such Parent Entity) and its Subsidiaries as a going concern (provided that such report may contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, if such qualification or exception arises solely with respect to, results from or arises on account of (i) an upcoming Maturity Date hereunder or any other Indebtedness Incurred in compliance with this Agreement, (ii) any potential or actual inability to satisfy any financial maintenance covenant included in this Agreement or any other Indebtedness of the Borrower or its Subsidiaries or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary).

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(c) Compliance Certificate. Together with each delivery of any Financial Statement pursuant to clause (a) or (b) above, a certificate of a Responsible Officer of Borrower in substantially the form of Exhibit W or such other form as may be agreed between the Borrower and the Administrative Agent (each, a “Compliance Certificate”) (i) commencing with the Fiscal Quarter ending March 31, 2021 showing in reasonable detail the calculations used in determining the Leverage Ratio and demonstrating compliance with the financial covenant contained in Article V that are tested on a quarterly basis; (ii) showing the name of each Subsidiary that first qualified as a Loan Party during such Financial Covenant Period; (iii) in connection with each delivery of a Financial Statement pursuant to clause (b) above for the Fiscal Year ending December 31, 2022 and each Fiscal Year ending thereafter, if the Leverage Ratio as of the last day of such Fiscal Year was greater than or equal to 2.50 to 1.00, showing in reasonable detail the calculations used in determining Excess Cash Flow for the most recently completed Fiscal Year; (iv) if the Available Amount was applied during such period, showing the Available Amount as of the end of such period; and (v) stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, stating the nature thereof and the action which Borrower proposes to take with respect thereto.

(d) Budget. for so long as a Qualifying IPO has not been consummated, within 100 days after the end of the Fiscal Year of the Borrower, commencing with the Fiscal Year ended December 31, 2020, the annual budget of the Borrower and its Subsidiaries on a consolidated basis for the current Fiscal Year approved by the Board of Directors of Borrower, showing each Fiscal Quarter for the current Fiscal Year.

Section 6.2 Default Notices. As soon as practicable, and in any event within five Business Days after a Responsible Officer of Borrower has actual knowledge of the existence of any Default, Event of Default or other event that could reasonably be expected to result in a Material Adverse Effect, Borrower shall give the Administrative Agent notice specifying the nature of such Default or Event of Default or other event, including the anticipated effect thereof, which notice, if given by telephone, shall be promptly confirmed in writing on the next Business Day. The Administrative Agent shall promptly notify the Lenders of any notices of Default or Event of Default received pursuant to this Section 6.2.

Section 6.3 Litigation. Promptly after a Responsible Officer of Borrower has actual knowledge thereof, Borrower shall give the Administrative Agent written notice of the commencement of all actions, suits and proceedings before any domestic or foreign Governmental Authority or arbitrator, affecting any Agilon Restricted Entity that (i) seeks injunctive or similar relief or (ii) in the reasonable judgment of Borrower, exposes the Agilon Restricted Entities to liability, in each case, such that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect.

Section 6.4 [Reserved].

Section 6.5 ERISA Matters. Borrower shall furnish the Administrative Agent each of the following: (a) promptly and in any event within 30 days after Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event or Foreign Benefit Event has occurred that could reasonably be expected to result in a material liability to an Agilon Restricted Entity, written notice describing such event; (b) promptly and in any event within 30 days after Borrower or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan, a written statement of a Responsible Officer of Borrower describing such waiver request and the

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action, if any, Borrower and any ERISA Affiliate propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; and (c) concurrently on the date on which Borrower or any ERISA Affiliate files a notice of intent to terminate any Title IV Plan if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice.

Section 6.6 Environmental Matters. Borrower shall provide to the Administrative Agent promptly and in any event within ten days of a Responsible Officer of Borrower learning of any of the following which would be reasonably likely to result in a Material Adverse Effect in any one Fiscal Year, written notice of each of the following:

(a) that any Agilon Restricted Entity is or may be liable to any Person as a result of a Release or threatened Release;

(b) the receipt by any Agilon Restricted Entity of notification that any Owned Real Property located within the United States is or is reasonably likely to be subject to any Environmental Lien;

(c) the receipt by any Agilon Restricted Entity of any notice of violation or potential liability under, or actual knowledge by Borrower that there exists a condition reasonably expected to result in a violation of or liability under, any Environmental Law;

(d) the commencement of any judicial or administrative proceeding or investigation alleging a violation of or liability under any Environmental Law; and

(e) any proposed action by any Agilon Restricted Entity or the enactment or promulgation of any change in Environmental Laws that, in the aggregate over all such actions or changes, have a reasonable likelihood of requiring any Agilon Restricted Entity to obtain any additional material Environmental Permits or make additional material capital improvements to obtain compliance with Environmental Laws.

Section 6.7 Other Information. Borrower shall provide the Administrative Agent or any Lender with such other information respecting the business, properties, condition, financial or otherwise, or operations of Borrower or any of its Restricted Subsidiaries as the Administrative Agent or the Requisite Lenders (or, in the case of information of the type provided under Section 3.1(i), any Lender) through the Administrative Agent may from time to time reasonably request.

ARTICLE VII

AFFIRMATIVE COVENANTS

Borrower agrees with the Lenders, each Issuer and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

Section 7.1 Preservation of Corporate Existence, Etc. Borrower shall, and shall cause each of its Restricted Subsidiaries to, preserve and maintain its legal existence, rights and privileges, except as permitted by Sections 8.3, 8.4 and 8.6(a); provided that this Section 7.1 shall not apply to any Immaterial Subsidiary; provided, further, that any Restricted Subsidiary of Borrower shall not be required to maintain any such rights or privileges if the failure to do so would not reasonably be expected to have a Material Adverse Effect.

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Section 7.2 Compliance with Laws, Etc. Borrower shall, and shall cause each of its Restricted Subsidiaries to, comply with all applicable Requirements of Law, Contractual Obligations and Permits, except where the failure so to comply would not, in the aggregate over all such failures, have a Material Adverse Effect.

Section 7.3 [Reserved].

Section 7.4 Payment of Taxes, Etc. Borrower shall, and shall cause each of its Restricted Subsidiaries to, pay and discharge before the same shall become delinquent, all taxes, except where (a) the amount or validity thereof is currently being contested in good faith, by appropriate proceedings and adequate reserves therefor have been established on the books of Borrower, the appropriate Restricted Subsidiary or any Parent Entity in conformity with GAAP or (b) the failure to comply with the covenants in this Section 7.4 would not, in the aggregate over all such failures, reasonably be expected to have a Material Adverse Effect.

Section 7.5 Maintenance of Insurance. Borrower shall use commercially reasonable efforts to (a) maintain for, or cause to be maintained by, each of its Restricted Subsidiaries insurance with responsible and reputable insurance companies or associations in such amounts (after giving effect to any self insurance) and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which Borrower or such Restricted Subsidiary operates and, in any event, all insurance required by any Collateral Documents and (b) to use commercially reasonable efforts to (i) provide advance written notice to the Administrative Agent of any material addition in amount or material change in coverage, (ii) cause all such insurance to name the Administrative Agent on behalf of the Secured Parties as additional insured or loss payee, as appropriate and (iii) to provide that no cancellation shall be effective until after 30 days’ written notice thereof to the Administrative Agent; provided that, unless an Event of Default shall have occurred and be continuing, the Administrative Agent shall turn over to Borrower any amounts received by it as loss payee under any casualty insurance maintained by Borrower or its Restricted Subsidiaries, the disposition of such amounts to be subject to the provisions of Section 2.9, and, unless an Event of Default shall have occurred and be continuing, the Administrative Agent agrees that Borrower and/or the applicable Loan Party shall have the sole right to adjust or settle any claims under such insurance.

Section 7.6 Access.

(a) Borrower shall from time to time, permit the Administrative Agent and the Lenders, or any agents or representatives thereof, within a reasonable time after written notification of the same during normal business hours to (a) examine and make abstracts from the records and books of account of Borrower and each of its Restricted Subsidiaries, (b) other than following the occurrence of an Event of Default that is continuing, not more than once in any Fiscal Year visit the properties of Borrower and such Restricted Subsidiaries, (c) discuss the affairs, finances and accounts of Borrower and each of its Restricted Subsidiaries with any of their respective officers or directors and (d) communicate directly with any certified public accountants (including Borrower’s Accountants); provided that representatives of Borrower may be present during any such examinations, visits, discussions and communications. Borrower and each of its Restricted Subsidiaries shall authorize its certified public accountants (including

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Borrower’s Accountants) to disclose to the Administrative Agent or any Lender any and all financial statements, as the Administrative Agent or any Lender reasonably requests from Borrower or any of such Restricted Subsidiaries. Notwithstanding anything to the contrary, none of the Borrower or any Restricted Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Requirement of Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product.

(b) During the course of the above-described visits, inspections, examinations and discussions, representatives of the Administrative Agent and the Lenders may encounter individually identifiable healthcare information as defined under the Administrative Simplification (including privacy and security) regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended (collectively, “HIPAA”), or other confidential information relating to healthcare patients whether protected under HIPAA or otherwise (collectively, the “Confidential Healthcare Information”). The Borrower or any Restricted Subsidiary shall, consistent with HIPAA’s “minimum necessary” provisions, permit such disclosure of Confidential Healthcare Information to representatives of the Administrative Agent or the Lenders for their “healthcare operations” purposes only to the extent permissible under applicable laws, regulations or ordinances intended to protect the privacy rights of healthcare patients, including, without limitation, HIPAA and its “minimum necessary” provision. Unless otherwise required by law, the Administrative Agent, the Lenders and their respective representatives shall not require or perform any act that would cause the Borrower or any of its Subsidiaries to violate any laws, regulations or ordinances intended to protect the privacy rights of healthcare patients, including, without limitation, HIPAA.

Section 7.7 Keeping of Books. Borrower shall, and shall cause its Restricted Subsidiaries to keep, proper books of record and account, in a manner to allow the financial statements to be prepared in accordance with GAAP or, in the case of a Foreign Subsidiary, such other applicable generally accepted accounting principles, of all financial transactions and the assets and business of Holdings, Borrower and each such Restricted Subsidiary.

Section 7.8 Maintenance of Properties, Etc. Borrower shall, and shall cause each of its Restricted Subsidiaries to, maintain and preserve (a) in good working order and condition (subject to ordinary wear and tear) all of its properties necessary in the conduct of its business and (b) all rights, permits, licenses, approvals and privileges (including all material Permits) necessary in the conduct of its business, except where failure to so maintain and preserve the items set forth in clauses (a) and (b) above would not, in the aggregate over all such failures, have a Material Adverse Effect.

Section 7.9 Application of Proceeds. Borrower shall use proceeds of the Initial Term Loans as provided in Section 4.16.

Section 7.10 Environmental. Borrower shall, and shall cause each of its Restricted Subsidiaries to: (a) (i) comply in all material respects with, and require compliance in all material respects by all tenants, subtenants, contractors, and invitees with, all applicable Environmental Laws; (ii) obtain, comply substantially with and maintain all Environmental Permits necessary for its operations as conducted; and (iii) require that all tenants, subtenants, contractors, and invitees obtain, comply substantially with and maintain any and all Environmental Permits necessary for

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their operations as conducted, with respect to any property leased or subleased from, or operated by Borrower or its Restricted Subsidiaries. For purposes of this Section 7.10(a), noncompliance with the foregoing provisions shall not constitute a breach of this covenant; provided that, upon learning of any actual or suspected noncompliance, Borrower and any such affected Restricted Subsidiary shall promptly undertake and diligently pursue reasonable efforts, if any, to achieve compliance; provided, further, that in any case such noncompliance would not reasonably be expected to result in a Material Adverse Effect; and (b) comply, in all material respects, with all orders and directives of all Governmental Authorities regarding Environmental Laws, other than such orders or directives (i) as to which the failure to comply would not reasonably be expected to result in a Material Adverse Effect or (ii) as to which: (x) appropriate reserves have been established in accordance with GAAP; (y) an appeal or other appropriate contest is or has been timely and properly taken and is being diligently pursued in good faith; and (z) if the effectiveness of such order or directive has not been stayed, the failure to comply with such order or directive during the pendency of such appeal or contest would not reasonably be expected to give rise to a Material Adverse Effect. Without changing the effect of the foregoing, Borrower or any Restricted Subsidiary of Borrower shall, at its own cost and expense, upon receipt of any notification or otherwise obtaining knowledge of any Release at or affecting any Material Real Property that constitutes Collateral (a) conduct or pay for consultants to conduct, any appropriate tests or assessments of environmental conditions at such operations or properties, including the investigation and testing of subsurface conditions, if appropriate (subject to requirements under applicable leases to obtain the consent of any lessor thereunder) and (b) take or allow such Remedial Action and undertake such investigation or other action as required by Environmental Laws or as any Governmental Authority requires or as is appropriate and consistent with good business practice to address the Release or event and otherwise ensure compliance with Environmental Laws.

Section 7.11 Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date, Borrower shall, and shall cause each of its Restricted Subsidiaries to, promptly do each of the following:

(a) with respect to any Domestic Subsidiary (other than any Excluded Subsidiary) as of the Closing Date, subject to the last paragraph in Section 3.1 and any limitations imposed by any Requirement of Law, execute and deliver to the Administrative Agent such Collateral Documents and amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the applicable Secured Parties, a perfected first priority security interest (as and solely to the extent provided in the Pledge and Security Agreement and subject to Liens on the applicable assets otherwise permitted hereby) in such Subsidiary’s assets, Stock and Stock Equivalents and debt Securities representing (x) obligations owing under each Combined Affiliate Promissory Note and any other loan agreement or note between the Borrower or any of its Restricted Subsidiaries and a Related Corporation and (y) intercompany Indebtedness having a principal amount of $5,000,000 or greater that are evidenced by a note; provided that notwithstanding the foregoing, such actions shall not be required to the extent that Borrower and the Administrative Agent reasonably determine that the costs or other consequences to Borrower or its Subsidiaries of complying with any requirement in this clause (a) are excessive in view of the benefits to be obtained by the Secured Parties, giving due regard to all relevant circumstances at the time of such determination;

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(b) subject to the last paragraph in Section 3.1, deliver to the Administrative Agent the certificates (if any) representing such Stock and Stock Equivalents and debt Securities, representing (x) obligations owing under each Combined Affiliate Promissory Note and any other loan agreement or note between the Borrower or any of its Restricted Subsidiaries and a Related Corporation and (y) intercompany Indebtedness having a principal amount of $5,000,000 or greater that are evidenced by a note, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of Holdings, Borrower or such Subsidiary, as the case may be;

(c) with respect to any Person that becomes a Domestic Subsidiary (other than (x) any Excluded Subsidiary and (y) a Subsidiary that will be (and, unless the Administrative Agent shall otherwise agree in its sole discretion, within 90 days following its creation or acquisition, is) converted into a Related Professional Corporation in a manner consistent with past practices or in the ordinary course of business) after the Closing Date, subject to any limitations imposed by any Requirement of Law, cause such Subsidiary (i) to become a party to the Guaranty and the applicable Collateral Documents and (ii) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the applicable Secured Parties a perfected security interest in the Collateral described in the applicable Collateral Documents with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent; provided that such actions shall not be required to the extent that, Borrower and the Administrative Agent reasonably determine that the costs or other consequences to Borrower or its Subsidiaries of complying with any requirement in this clause (c) are excessive in view of the benefits to be obtained by the Secured Parties, giving due regard to all relevant circumstances at the time of such determination;

(d) notwithstanding anything to contrary in this Agreement, (A) the foregoing requirements shall be subject to the terms of any Intercreditor Agreement or any Other Intercreditor Agreement and, in the event of any conflict with such terms, the terms of such Intercreditor Agreement or Other Intercreditor Agreement, as applicable, shall control, (B) no security interest or lien is or will be granted pursuant to any Loan Document or otherwise in any right, title or interest of any of Holdings, Borrower or any of its Subsidiaries in, and “Collateral” shall not include, any Excluded Asset (as defined in the Pledge and Security Agreement), (C) no Loan Party or any Affiliate thereof shall be required to take any action in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create any security interests in assets located or titled outside of the U.S. or to perfect any security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (D) to the extent not automatically perfected by filings under the Uniform Commercial Code of each applicable jurisdiction, no Loan Party shall be required to take any actions in order to perfect any security interests granted with respect to any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts, securities accounts, but excluding Stock and Stock Equivalents and debt Securities required to be delivered pursuant to Section 7.11(b) above), and (E) nothing in this Section 7.11 shall require that any Subsidiary grant a Lien with respect to any property or assets in which such Subsidiary acquires ownership rights to the extent that the Borrower and the Administrative Agent reasonably determine in writing that the costs or other consequences to Holdings, Borrower or any of its Subsidiaries of the granting of such a Lien is excessive in view of the benefits that would be obtained by the Secured Parties;

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(e) if at any time the aggregate amount of EBITDA or Consolidated Total Assets attributable to all Immaterial Subsidiaries exceeds 5.0% of EBITDA of Borrower and its Restricted Subsidiaries for any such period or 5.0% of Consolidated Total Assets of Borrower and its Restricted Subsidiaries as of the end of any Fiscal Year, Borrower shall no later than 60 days following the delivery of Financial Statements for such period designate sufficient Immaterial Subsidiaries as Material Subsidiaries to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries.

Section 7.12 Real Property. If, at any time after the Closing Date, any Loan Party acquires a fee interest in any Material Real Property; subject to any limitations imposed by any Requirement of Law, then Borrower shall promptly notify Administrative Agent thereof and, upon request of the Administrative Agent, within 90 days (or such longer period as Administrative Agent may reasonably approve), Borrower shall cause the applicable Loan Party to (A) execute, deliver and record a first priority Mortgage in proper form for recording in the applicable jurisdiction (subject to Liens on the applicable Material Real Property otherwise permitted hereby) in favor of the Administrative Agent on behalf and for the ratable benefit of the applicable Secured Parties covering such Material Real Property, (B) provide the Administrative Agent with a mortgagee’s title insurance policy covering such Material Real Property in an amount equal to the purchase price of such Material Real Property and evidence of payment of the premium due with respect to such mortgagee title insurance policy, (C) provide a survey thereof sufficient for the title company to delete the standard survey exception in the title policy and provide customary zoning and survey-related coverage and endorsements under the mortgagee title insurance policy delivered pursuant to clause (B) above, (D) provide local counsel enforceability opinions with respect thereto and (E) provide such other agreements, documents and instruments, including flood certificates and evidence of flood insurance as the Administrative Agent deems reasonably necessary or reasonably advisable to confirm compliance with the Flood Program, each of clauses (B) through (E) being in form and substance reasonably satisfactory to the Administrative Agent and to be subject only to (x) Liens permitted under Section 8.2 and (y) such other Liens as the Administrative Agent may reasonably approve; provided that, notwithstanding anything to the contrary in this Section 7.12, (1) no Loan Party shall be required to take any action pursuant to this Section 7.12 that would reasonably be expected to result in any material adverse tax consequences to Holdings, Borrower or any of its Restricted Subsidiaries as reasonably determined by Borrower and with the consent of the Administrative Agent (such consent not to be unreasonably withheld), and (2) no Material Real Property of any Foreign Subsidiary shall be required to be pledged to secure, or to directly or indirectly provide security for, any Obligation of Borrower.

Section 7.13 [Reserved].

Section 7.14 Accounting Changes; Fiscal Year. Borrower shall not, nor shall it permit any Restricted Subsidiary to, change its (a) accounting treatment and reporting practices, except as permitted by GAAP or any Requirement of Law or (b) Fiscal Year except upon 60 days prior written notice to the Administrative Agent of such change of Fiscal Year.

Section 7.15 Lender Calls. No later than 30 days following delivery of the annual financial statements pursuant to Section 6.1(b) or any quarterly financial statement pursuant to Section 6.1(a), the Borrower shall hold an update call (which call shall take place on a Business Day selected by the Borrower) with a Responsible Officer of the Borrower and the Lenders to discuss the financial position, financial performance and cash flows of the Borrower and its Restricted Subsidiaries for the period covered by the applicable financial statements (such call,

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the “Lender Call”); provided, however, that if the Borrower is holding a conference call open to the public to discuss such results, the Borrower will not be required to hold a separate Lender Call for the Lenders; and provided, further, that, upon notice to the Administrative Agent, the Borrower may postpone a Lender Call for a period of time not to exceed 60 days, if the Board of Directors or senior management of the Borrower reasonably determine that there is a valid business purpose for the postponement.

Section 7.16 Post Closing Matters. Borrower shall, and shall cause each of its Restricted Subsidiaries to, satisfy the requirements set forth on Schedule 7.16 on or before the date set forth opposite such requirement or such later date as consented to by the Administrative Agent in its sole discretion.

ARTICLE VIII

NEGATIVE COVENANTS

Borrower agrees with the Lenders, each Issuer and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

Section 8.1 Indebtedness. Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness except for the following:

(a) (i) the Secured Obligations (but in the case of Secured Obligations under Hedging Contracts, to the extent entered into in the ordinary course of business and not for speculative purposes) and (ii) Permitted Debt Exchange Notes;

(b) Indebtedness of Borrower or any of its Restricted Subsidiaries in the form of (x) secured loans or notes ranking junior to the Liens securing the Facilities and (y) unsecured loans or notes; provided that (i) the Net Cash Proceeds from the incurrence of such Indebtedness is applied to prepay the Term Loans in accordance with Section 2.9(a)(iii), (ii) the principal amount of such Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Term Loans being prepaid (plus accrued interest, any premium and reasonable commission, fees and expenses), (iii) such Indebtedness has a stated maturity that is after the Latest Maturity Date, (iv) such Indebtedness has a weighted average life to maturity, at the time of issuance or incurrence, of not less than the remaining weighted average life of the Term Loans being prepaid, (v) if incurred pursuant to clause (x) above, such Indebtedness is subject to the Intercreditor Agreement or Other Intercreditor Agreement, as applicable and (vi) such Indebtedness shall not be guaranteed by any Person other than the Guarantors or be secured by an assets of the Borrower or any Restricted Subsidiary;

(c) Indebtedness of Borrower or any of its Restricted Subsidiaries in the form of (x) secured loans or notes ranking junior to the Liens securing the Facilities and (y) unsecured loans or notes; provided that (i) (A) immediately after giving effect to each issuance of such Indebtedness pursuant to clause (x) and the use of proceeds thereof (or on the date of the initial commitment to lend such additional amount after giving pro forma effect to the incurrence of the entire committed amount of such Indebtedness), the Secured Leverage Ratio of Borrower as at the last day of the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 calculated on a Pro Forma Basis would not exceed 3.50 to

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1.00 (it being understood that if pro forma effect is given to the entire committed amount of such Indebtedness on the date of initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness, such committed amount may thereafter be borrowed and reborrowed in whole or in part, from time to time, without further compliance with this clause (i)(A)) and (B) immediately before giving effect to each issuance of such Indebtedness pursuant to clause (y) and the use of proceeds thereof (or on the date of the initial commitment to lend such additional amount after giving pro forma effect to the incurrence of the entire committed amount of such Indebtedness), the Leverage Ratio of Borrower as at the last day of the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 calculated on a Pro Forma Basis would not exceed (1) at any time prior to a Qualifying Threshold IPO, 4.00 to 1.00, (2) at any time following a Qualifying Threshold IPO, but prior to October 1, 2023, 4.00 to 1.00 or (3) at any time following Qualifying Threshold IPO, but on or after October 1, 2023, 4.50 to 1.00 (it being understood that if pro forma effect is given to the entire committed amount of such Indebtedness on the date of initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness, such committed amount may thereafter be borrowed and reborrowed in whole or in part, from time to time, without further compliance with this clause (i)(B)), (ii) any such Indebtedness in the form of term loans or notes, at the time of issuance or incurrence, shall not have a stated maturity date earlier than the Latest Maturity Date (other than, an earlier maturity date for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide a stated maturity earlier than the Latest Maturity Date), (iii) any such Indebtedness in the form of term loans or notes, at the time of issuance or incurrence, shall have a weighted average life of not less than the remaining weighted average life of the Tranche of Term Loans having the Latest Maturity Date (other than (1) a shorter weighted average life to maturity for customary bridge financing, which, subject to customary conditions, would either be converted into or required to be exchanged for permanent financing which does not provide for a shorter weighted average life to maturity than the Tranche of Term Loans having the Latest Maturity Date or (2) pursuant to an escrow or similar arrangement), (iv) any such Indebtedness in the form of revolving Indebtedness shall have a stated maturity date at least the Scheduled Termination Date and shall have no mandatory or scheduled commitment reductions prior to the Scheduled Termination Date, (v) if incurred pursuant to clause (x) above, such Indebtedness (A) is subject to the Intercreditor Agreement or Other Intercreditor Agreement and (B) shall not be secured by any lien on any asset of the Borrower or any of its Subsidiaries that does not also secure the Facilities or be guaranteed by any Person other than the Guarantors and (vi) if such Indebtedness shall not be guaranteed by any Person other than the Guarantors;

(d) (x) the Promissory Note, (y) the Arawak Facility and (z) other Indebtedness existing on the Closing Date, disclosed on Schedule 8.1 (in each case, together with any renewal, extension, refinancing or refunding pursuant to clause (j)(i) below);

(e) Guaranty Obligations:

(i) incurred by an Agilon Restricted Entity in respect of Indebtedness of a Loan Party that is permitted by this Section 8.1; provided that Guaranty Obligations in respect of Indebtedness permitted pursuant to Section 8.1(a), (b), (c), (j)(ii) and (q)(x) shall be permitted only to the extent that such Guaranty Obligations are incurred by Loan Parties;

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(ii) incurred by a Loan Party (other than Holdings) in respect of Indebtedness of a Non-Loan Party or a Permitted Joint Venture to the extent the amount of such Guaranty Obligation would be permitted as an Investment under Section 8.3(e); provided that the aggregate outstanding amount of such Indebtedness permitted under this clause (e)(ii), together with the aggregate amount of Permitted Intercompany Transactions pursuant to clause (c)(i)(y) of such definition, shall not exceed at any time the greater of $27,000,000 and 5.2% of Consolidated Total Assets;

(iii) incurred by a Non-Loan Party in respect of Indebtedness of another Non-Loan Party that is permitted by this Section 8.1;

(iv) incurred by an Agilon Restricted Entity in respect of Indebtedness of any Person (other than a primary obligor that is an Agilon Restricted Entity) up to a maximum aggregate outstanding principal amount which shall not exceed at any time the greater of $13,500,000 and 2.6% of Consolidated Total Assets;

(v) incurred in connection with sales or other dispositions permitted under Section 8.4, including indemnification obligations with respect to leases, and guarantees of collectability in respect of Accounts Receivable or notes receivable for up to face value;

(vi) consisting of accommodation guarantees for the benefit of trade creditors of Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(vii) in respect of Investments expressly permitted by Section 8.3(m), (n),

or (t);

(viii) in respect of third-party loans and advances to officers or employees of any Parent Entity, Holdings, Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business permitted under Section 8.3(k); and

(ix) incurred by an Agilon Restricted Entity in respect of real or personal property leased by Borrower or any of its Subsidiaries up to a maximum aggregate outstanding amount which shall not exceed at any time the greater of $13,500,000 and 2.6% of Consolidated Total Assets;

provided that if any Indebtedness referred to in clauses (i), (ii) and (iv) above is subordinated in right of payment to the Obligations or to any Liens securing the Collateral, then any corresponding Guaranty Obligations shall be subordinated to substantially the same extent.

(f) Financing Lease Obligations and purchase money Indebtedness incurred by Borrower or a Restricted Subsidiary of Borrower to finance the acquisition, leasing, construction or improvement of fixed assets; provided that (i) any such purchase money debt is incurred no later than 270 days after the applicable acquisition, lease, construction or improvement and (ii) the aggregate principal amount of all such Financing Lease Obligations and purchase money Indebtedness (together with any renewal, extension, refinancing or refunding pursuant to clause (j)(i) below) outstanding at any time shall not exceed at any time the greater of $30,000,000 and 6.0% of Consolidated Total Assets;

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(g) (A) Indebtedness of a Special Purpose Entity incurred at any time on or after October 1, 2023 under a Securitization Facility; provided that (1) such Indebtedness is not recourse to any other Agilon Restricted Entity or the assets of any Agilon Restricted Entity, in each case that is not a Securitization Subsidiary (other than with respect to Special Purpose Financing Undertakings), (2) in the event such Indebtedness shall become recourse to any such Agilon Restricted Entity (other than with respect to Special Purpose Financing Undertakings), such Indebtedness will be deemed to be, and must be classified by Borrower as, incurred at such time to the maximum extent of such recourse under one or more of the other provisions of this Section 8.1 for so long as such Indebtedness shall be so recourse, (3) in the event that at any time thereafter such Indebtedness shall comply with the provisions of the preceding subclause (1), Borrower may classify such Indebtedness in whole or in part as incurred under this Section 8.1(g)(A), and (4) the payment of principal and interest in respect of such Indebtedness is not guaranteed by any other Agilon Restricted Entity and (B) Indebtedness of Borrower or any Restricted Subsidiary of Borrower incurred at any time on or after October 1, 2023 in connection with any recourse factoring or similar arrangements relating to the collection of Accounts Receivable permitted hereunder (any Indebtedness incurred pursuant to this clause (B) and clause

(A) above, a “Permitted Receivables Financing”); provided that the aggregate outstanding principal amount of the Indebtedness under clauses (A) and (B) above, collectively, shall not exceed $25,000,000 at any time;

(h) Indebtedness of Foreign Subsidiaries of Borrower in support of working capital needs; provided that the aggregate outstanding principal amount of the Indebtedness under this Section 8.1(h), together with any renewal, extension, refinancing or refunding pursuant to clause (j)(i) below, shall not exceed, at any time, the greater of $15,000,000 and 3.0% of Consolidated Total Assets;

(i) Indebtedness of Borrower or any of its Restricted Subsidiaries representing deferred compensation to employees of Borrower or any of its Restricted Subsidiaries;

(j) renewals, extensions, refinancings and refundings of Indebtedness (in whole or in part) permitted by:

(i) clause (d)(y), (f), (h) or (q)(y) above or this clause (j)(i); provided that (A) any such renewal, extension, refinancing or refunding is in an aggregate principal amount not greater than the principal amount (or accreted value, if applicable) of Indebtedness being renewed, extended, refinanced or refunded, (plus accrued interest, any premium and reasonable commission, fees and expenses), (B) such Indebtedness has a weighted average maturity no shorter than the remaining weighted average maturity of the Indebtedness so renewed, extended, refinanced or refunded and (C) such Indebtedness is not incurred or guaranteed by any Person who is not an obligor with respect to the Indebtedness to be renewed or who could not have been a guarantor of the Indebtedness to be renewed when initially incurred; and

(ii) clauses (a)(ii), (b), (c) or (q)(x) hereof or this clause (j)(ii); provided that (A) any such renewal, extension, refinancing or refunding is in an aggregate principal amount not greater than the principal amount (or accreted value, if applicable) of Indebtedness being renewed, extended, refinanced or refunded (plus accrued interest, any premium and reasonable commission, fees and expenses), (B) if a Default or Event of Default has occurred and is continuing and the Indebtedness that is renewed, extended, refinanced or refunded was Subordinated Indebtedness, then the renewal, extensions,

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refinancing, refunding must be Subordinated Indebtedness (C) such Indebtedness has (x) a stated maturity date that is not earlier than the earlier of (i) the Latest Maturity Date and (ii) stated maturity date of the Indebtedness that is renewed, extended, refinanced or refunded (or, if earlier, the Latest Maturity Date) and (y) a weighted average life, at the time of issuance or incurrence, of not less than the remaining weighted average life of the Indebtedness that is renewed, extended, refinanced or refunded (or, if earlier, the weighted average life of the Tranche of Term Loans having the Latest Maturity Date) and (D) such Indebtedness is not incurred or guaranteed by any Person who is not an obligor with respect to the Indebtedness to be renewed, extended, refinanced or refunded or who could not have been a guarantor of the Indebtedness to be renewed, extended, refinanced or refunded when initially incurred;

(k) Indebtedness of any Agilon Restricted Entity to any other Agilon Entity to the extent the Investment in such Indebtedness is permitted under Section 8.3(e);

(l) Indebtedness of Borrower or a Restricted Subsidiary of Borrower arising under any performance or surety bond entered into in the ordinary course of business;

(m) Indebtedness in respect of any letters of credit issued in favor of any Issuer to support any Defaulting Lender’s participation in Letters of Credit as provided for in Section 3.4, in each case to the extent not exceeding the maximum amount of such participations;

(n) Indebtedness incurred in the ordinary course of business or consistent with past practice under any agreement pursuant to which a Person provides cash management services or financial accommodations to an Agilon Restricted Entity (including any Cash Management/Letter of Credit Obligations) and Indebtedness incurred under any Hedging Contracts to the extent entered into in the ordinary course of business and not for speculative purposes;

(o) [Reserved];

(p) [Reserved];

(q) (x) Indebtedness of Borrower or any of its Restricted Subsidiaries incurred to finance the purchase price of, or (y) Indebtedness of Borrower or any of its Restricted Subsidiaries assumed in connection with, any Permitted Acquisition; provided that (i) in the case of subclause (x) above (A) such Indebtedness is unsecured, or secured by Liens ranking junior to the Liens securing the Facilities, (B) immediately after giving effect to the incurrence of such Indebtedness and use of proceeds thereof (or on the date of the initial commitment to lend such additional amount after giving pro forma effect to the incurrence of the entire committed amount of such Indebtedness) (x) the Leverage Ratio of Borrower would be (1) at any time prior to a Qualifying Threshold IPO, equal to or less than 4.00 to 1.00 or (2) at any time following a Qualifying Threshold IPO equal to or less than 4.50 to 1.00 or (y) the Leverage Ratio of Borrower would be equal to or less than it was immediately prior to the incurrence of such Indebtedness, in each case, on a Pro Forma Basis determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (it being understood that if pro forma effect is given to the entire committed amount of such Indebtedness on the date of initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness, such committed amount may thereafter be borrowed and reborrowed in whole or in part, from time to time, without further

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compliance with this clause (B)), (C) any such Indebtedness in the form of term loans or notes, at the time of issuance or incurrence, shall have a stated maturity date of at least the Latest Maturity Date (other than (1) an earlier maturity date for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide a stated maturity earlier than the Latest Maturity Date or (2) pursuant to an escrow or similar arrangement), (D) any such Indebtedness in the form of term loans or notes, at the time of issuance or incurrence, shall have a weighted average life of not less than the remaining weighted average life of the Tranche of Term Loans having the Latest Maturity Date (other than (1) a shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions, would either be converted into or required to be exchanged for permanent financing which does not provide for a shorter weighted average life to maturity than the Tranche of Term Loans having the Latest Maturity Date or (2) pursuant to an escrow or similar arrangement), (E) any such Indebtedness in the form of revolving Indebtedness shall have a stated maturity date of at least the Scheduled Termination Date and shall have no mandatory or scheduled commitment reductions prior to the Scheduled Termination Date (other than, an earlier maturity date or earlier mandatory or scheduled commitment reduction for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide a stated maturity earlier than the Scheduled Termination Date), (F) if such Indebtedness is secured, such Indebtedness is subject to the Intercreditor Agreement or an Other Intercreditor Agreement, as applicable and (G) Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors shall not exceed the greater of $10,000,000 and 5.2% of Consolidated Total Assets and (ii) if such Indebtedness is being assumed under subclause (y) above, (A) such Indebtedness shall not have been incurred by any party in contemplation of such Permitted Acquisition and (B) immediately after giving effect to the incurrence of such Indebtedness and use of proceeds thereof (x) the Leverage Ratio of Borrower would be (1) at any time prior to a Qualifying Threshold IPO, equal to or less than 4.00 to 1.00 or (2) at any time following a Qualifying Threshold IPO, equal to or less than 4.50 to 1.00 or (y) the Leverage Ratio of Borrower would be equal to or less than it was immediately prior to the assumption of such Indebtedness, in each case, on a Pro Forma Basis determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1;

(r) Indebtedness of Borrower or any of its Restricted Subsidiaries incurred to finance insurance premiums in the ordinary course of business;

(s) Indebtedness of Borrower or any of its Restricted Subsidiaries arising from the honoring of a check, draft or similar instrument against insufficient funds; provided that such Indebtedness is extinguished within five Business Days of its incurrence;

(t) Indebtedness of Borrower or any of its Restricted Subsidiaries in respect of Financing Leases which have been funded solely by Investments of Borrower and its Restricted Subsidiaries permitted by Section 8.3(r);

(u) Indebtedness of Borrower or any of its Restricted Subsidiaries arising in connection with industrial development or revenue bonds or similar obligations secured by property or assets leased to and operated by Borrower or such Restricted Subsidiary that were issued in connection with the financing or refinancing of such property or assets; provided that the aggregate principal amount of such Indebtedness outstanding at any time shall not exceed (i) at any time prior to a Qualifying Threshold IPO, $10,000,000 or (ii) at any time following a Qualifying Threshold IPO, $25,000,000;

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(v) Indebtedness of Borrower or any of its Restricted Subsidiaries in respect of any Sale and Leaseback Transaction to the extent permitted by Section 8.4(c);

(w) Indebtedness of Borrower or any of its Restricted Subsidiaries in respect of obligations evidenced by bonds, debentures, notes or similar instruments issued as payment-in-kind interest payments in respect of Indebtedness otherwise permitted under this Section 8.1;

(x) accretion of the principal amount of Indebtedness of Borrower or any of its Restricted Subsidiaries otherwise permitted under this Section 8.1 issued at any original issue discount;

(y) other Indebtedness of Borrower or any of its Restricted Subsidiaries not exceeding (i) at any time prior to October 1, 2023, the greater of $30,000,000 and 5.8% of Consolidated Total Assets of Borrower (at the time of incurrence) at any time outstanding or (ii) at any time on or after October 1, 2023, the greater of $50,000,000 and 10.0% of Consolidated Total Assets of the Borrower (at the time of incurrence) at any time outstanding;

(z) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with any disposition permitted hereunder, any acquisition or other purchase of assets or Stock permitted hereunder, and Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of the Borrower or any such Restricted Subsidiary pursuant to such agreements;

(aa) (A) Indebtedness of the Borrower or any Restricted Subsidiary to any Related Corporation, incurred consistent with past practices or in the ordinary course of business, pursuant to or in connection with Related Corporation Contracts, (B) Guarantees by the Borrower or any Restricted Subsidiary of Indebtedness or any other obligation or liability of any Related Corporation, incurred consistent with past practices or in the ordinary course of business, pursuant to or in connection with Related Corporation Contracts, (C) without limiting Section 8.2, Indebtedness of the Borrower or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of any Related Corporation, incurred consistent with past practices or in the ordinary course of business, pursuant to or in connection with Related Corporation Contracts, and (D) Indebtedness of the Borrower or any Restricted Subsidiary in respect of letters of credit, banker’s acceptances or other similar instruments or obligations, issued, or relating to liabilities or obligations incurred on behalf of any Related Corporation, incurred consistent with past practices or in the ordinary course of business, pursuant to or in connection with Related Corporation Contracts; and

(bb) Indebtedness incurred in the ordinary course of business or consistent with past practice arising from letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments issued for the account of the Borrower or any of the Borrower’s Restricted Subsidiaries or Related Corporations; provided that the aggregate outstanding amount of Indebtedness permitted under this clause (bb) (other than in respect of such letters of credit, bank guaranties, surety bonds, performance bonds or instruments secured pursuant to Section 8.2(w)) shall not exceed (i) at any time prior to a Qualifying Threshold IPO, $25,000,000 or (ii) at any time following a Qualifying Threshold IPO, $50,000,000.

For purposes of determining compliance with this Section 8.1, in the event that any Indebtedness meets the criteria of more than one of the types of Indebtedness described in clauses (a) through (bb) above, Borrower, in its sole discretion, shall classify such item of Indebtedness and may include the amount and type of such Indebtedness in one or more of such clauses (including in part under one such clause and in part under another such clause).

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Section 8.2 Liens, Etc. Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of their respective properties or assets, whether now owned or hereafter acquired, except for the following Liens:

(a) Liens created pursuant to the Loan Documents or otherwise securing, directly, or indirectly, the Secured Obligations, including Liens on cash or deposits granted in favor of an Issuer to cash collateralize any Defaulting Lender’s participation in Letters of Credit as provided for in Section 3.4, in each case to the extent not exceeding the maximum amount of such participations;

(b) Liens existing on the Closing Date and disclosed on Schedule 8.2;

(c) Customary Permitted Liens;

(d) purchase money Liens granted by Borrower or any of its Subsidiaries (including the interest of a lessor under a Financing Lease and Liens to which any property is subject at the time, on or after the Closing Date, of Borrower or such Subsidiary’s acquisition thereof) securing Indebtedness permitted under Section 8.1(f) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Financing Lease; provided that individual financings otherwise permitted to be secured hereunder provided by one Person (or its affiliates) may be cross collateralized to other such financings provided by such Person (or its affiliates);

(e) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (b) or (d) above, clause (f), (m) or (r) below, or this clause (e); provided that (i) such renewal, extension, refinancing or refunding is made without any change in the class or category of assets or property subject to such Lien and no such Lien is extended to cover any additional assets or property (it being understood that any improvements, accessions, proceeds, dividends or distributions in respect of the assets or property subject to such Lien shall not be considered as additional assets or property for purposes of this clause (e)) and (ii) such Liens are in respect of Indebtedness of Borrower and its Restricted Subsidiaries permitted by Section 8.1(j) and that the principal amount of such Indebtedness is not increased except as permitted by Section 8.1(j);

(f) Liens securing Indebtedness permitted under Section 8.1(g) to the extent secured by Securitization Assets of a Special Purpose Entity;

(g) (i) leases, licenses and subleases or sublicenses granted to other Persons in the ordinary course of business which do not secure any Indebtedness (other than any obligation that is Indebtedness solely as a result of the operation of clause (f) of the definition thereof) and (ii) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or Permit held by Borrower or any of its Restricted Subsidiaries or by a statutory provision to terminate any such lease, license, franchise, grant or Permit or to require periodic payments as a condition to the continuance thereof;

(h) Liens in favor of lessors securing operating leases permitted hereunder;

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(i) statutory or common law Liens or rights of setoff of depository banks or securities intermediaries with respect to Deposit Accounts, Securities Accounts or other funds of Borrower or any Restricted Subsidiary maintained at such banks or intermediaries, including to secure fees and charges in connection with returned items or the standard fees and charges of such banks or intermediaries in connection with the Deposit Accounts, Securities Accounts or other funds maintained by Borrower or such Restricted Subsidiary at such banks or intermediaries (but not any Indebtedness for borrowed money owing by Borrower or such Restricted Subsidiary to such banks or intermediaries);

(j) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Borrower or its Restricted Subsidiaries in the ordinary course of business;

(k) Liens securing Indebtedness of Holdings, Borrower and its Restricted Subsidiaries permitted by Section 8.1(t);

(l) Liens on the property or assets described in Section 8.1(u) in respect of Indebtedness of Borrower and its Restricted Subsidiaries permitted by Section 8.1(u);

(m) Liens securing Indebtedness of Borrower and its Restricted Subsidiaries permitted by Section 8.1(q)(y) assumed in connection with any Permitted Acquisition; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming an Agilon Restricted Entity, (ii) such Lien does not extend to cover any other assets or property (other than the proceeds, improvements, accessions, dividends or products thereof and after-acquired property subjected to a Lien pursuant to terms existing at the time of such acquisition, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) such Lien shall be created no later than the later of the date of such acquisition or the date of the assumption of such Indebtedness;

(n) any encumbrance or restriction (including put and call agreements) with respect to the Stock or Stock Equivalents of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement;

(o) Liens on intellectual property, including any foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, trade secrets, technology, know-how, processes or other intellectual property rights; provided that such Liens result from the granting of licenses in the ordinary course of business to or from any Person to use such intellectual property or such foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, trade secrets, technology, know-how, processes or other intellectual property rights, as the case may be;

(p) Liens in respect of Guaranty Obligations permitted under Section 8.1(e) relating to Indebtedness otherwise permitted under Section 8.1, to the extent Liens in respect of such Indebtedness are permitted under this Section 8.2;

(q) Liens not otherwise permitted by the other clauses of this Section 8.2 securing obligations or other liabilities of Borrower or any of its Restricted Subsidiaries; provided that the aggregate outstanding amount of all such obligations and liabilities secured by such Liens shall not exceed the greater of $20,250,000 and 3.9% of Consolidated Total Assets of Borrower (at the time of incurrence) at any time;

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(r) Liens on property of any Foreign Subsidiary of Borrower in respect of Indebtedness of such Subsidiary permitted by Section 8.1(h);

(s) Liens in respect of Indebtedness of Borrower and its Restricted Subsidiaries permitted by Section 8.1(a)(ii), (b),(c)(x) and (q)(x), and in respect of any renewal, extension, refinancing of such Indebtedness pursuant to Section 8.1(j)(ii), so long as in each case such Indebtedness (to the extent secured) and Liens are to the extent secured subject to the Intercreditor Agreement;

(t) Liens on assets subject to a Sale and Leaseback Transaction in respect of Indebtedness permitted pursuant to Section 8.1(v);

(u) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(v) Liens securing Indebtedness permitted under Section 8.1(aa)(C) and (D); provided that such Liens are limited to Liens on cash and Cash Equivalents; and

(w) Liens securing Indebtedness permitted under Section 8.1(bb); provided that such Liens are limited to Liens on cash and Cash Equivalents (other than proceeds of Revolving Loans) and such cash and Cash Equivalents shall not constitute Unrestricted Cash.

For purposes of determining compliance with this Section 8.2, in the event that any Lien meets the criteria of more than one of the types of Liens described in clauses (a) through (w) above, Borrower, in its sole discretion, shall classify such Lien and may include the amount and type of such Lien in one or more of such clauses (including in part under one such clause and in part under another such clause).

Section 8.3 Investments. Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly make or maintain any Investment except for the following:

(a) Investments existing on the Closing Date and disclosed on Schedule 8.3, including intercompany loans, and Subsidiaries existing on the Closing Date as disclosed on Schedule 4.2;

(b) Investments by Borrower or any of its Restricted Subsidiaries in cash and Cash Equivalents;

(c) Investments by Borrower or any of its Restricted Subsidiaries in accounts, payment intangibles and chattel paper (each as defined in the UCC), notes receivable, extensions of trade credit and similar items arising or acquired in the ordinary course of business;

(d) Investments received in settlement of amounts due to Holdings, Borrower or any Restricted Subsidiary of Borrower effected in the ordinary course of business;

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(e) any Investment to the extent qualifying as a Permitted Intercompany Transaction;

(f) any Guaranty Obligations permitted under Section 8.1(e);

(g) any Investment constituting a Permitted Acquisition, including any Investment in the form of a capital contribution or intercompany Indebtedness among the Agilon Entities (other than any Securitization Subsidiary) for the purpose of consummating a Permitted Acquisition;

(h) [Reserved];

(i) Investments made in connection with the Transactions;

(j) [Reserved];

(k) loans or advances made to officers or employees of any Parent Entity or Holdings, Borrower or any of its Subsidiaries and Guaranty Obligations of Holdings, Borrower or any of its Restricted Subsidiaries in respect of obligations of employees of any Parent Entity or Holdings, Borrower or any of its Subsidiaries, (i) in respect of travel, entertainment or moving related expenses incurred in the ordinary course of business, (ii) in respect of moving related expenses incurred in connection with any closing or consolidation of any Facility, or (iii) in the ordinary course of business and (in the case of this clause (iii)) in an aggregate amount which does not exceed $5,000,000 at any time; provided that with respect to any employee of any Parent Entity, no such loans or advances shall be permitted unless the activities of such employee relate primarily to Borrower and its Subsidiaries;

(l) Investments in (i) a Special Purpose Entity made in connection with establishing a Securitization Facility and (ii) a Securitization Subsidiary; provided that the proceeds of any such Investment are not used by such Securitization Subsidiary for any other Investment;

(m) any Investment constituting a Permitted Joint Venture, including any Investment in the form of an capital contribution or intercompany Indebtedness among Agilon Entities (other than any Securitization Subsidiary) for the purpose of consummating a Permitted Joint Venture;

(n) loans and advances to Management Investors in connection with the purchase by such Management Investors of Stock or Stock Equivalents of Holdings or any Parent Entity (so long as Holdings or such Parent Entity, as applicable, applies an amount equal to the net cash proceeds of such purchases to, directly or indirectly, make capital contributions to, or purchase Stock or Stock Equivalents of Borrower or applies such proceeds to pay Holdings or Parent Entity expenses) of up to $5,000,000 outstanding at any one time;

(o) Investments of Borrower and its Restricted Subsidiaries under Hedging Contracts made in the ordinary course of business and not for speculative purposes;

(p) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or otherwise described under the definition of Customary Permitted Liens;

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(q) Investments representing non-cash consideration received by Borrower or any of its Restricted Subsidiaries in connection with any Disposition;

(r) Investments in industrial development or revenue bonds or similar obligations secured by property or assets leased to and operated by Borrower or any of its Restricted Subsidiaries that were issued in connection with the financing or refinancing of such property or assets, so long as Borrower or any such Restricted Subsidiary may obtain title to such property or assets at any time by optionally canceling such bonds or obligations, paying a nominal fee and terminating such financing transaction;

(s) Investments representing evidences of Indebtedness, securities or other property received from another Person by Borrower or any of its Restricted Subsidiaries in connection with any bankruptcy proceeding or other reorganization of such other Person or as a result of foreclosure, perfection or enforcement of any Lien or exchange for evidences of Indebtedness, securities or other property of such other Person held by Borrower or any of its Restricted Subsidiaries; provided that any such securities or other property received by Borrower or any other Loan Party is pledged to the Administrative Agent for the benefit of the Lenders pursuant to the Security Documents to the extent required by Section 7.11;

(t) Investments by Borrower or any of its Restricted Subsidiaries in an aggregate amount at any time not exceeding the greater of $20,250,000 and 3.9% of Consolidated Total Assets of Borrower (at the time of Investment);

(u) any Investment in an amount that does not exceed the Available Amount immediately prior to the time of the making of such Investment; provided that no Event of Default pursuant to Section 9.1(a), Section 9.1(b), or Section 9.1(f) has occurred and is continuing or would result therefrom;

(v) any Investment to the extent not exceeding the Available Excluded Contribution Amount immediately prior to the time of the making of such Investment; provided that no Event of Default pursuant to Section 9.1(a), (b), or (f) has occurred and is continuing or would result therefrom; and

(w) loans and advances to and other Investments in Related Corporations (a) made on a basis consistent with past practices or made in the ordinary course of business, pursuant to or in connection with Related Corporation Contracts, including obtaining letters of credit on behalf of Related Corporations or (b) in connection with the acquisition of, or Investment in, any Person that becomes a Related Corporation (promptly following such acquisition or Investment), in any such case by the Related Corporation in which such loans, advances or other Investments were made in or to on a basis consistent with past practices or made in the ordinary course of business, including the entry into applicable Related Corporation Contracts in connection therewith.

For purposes of determining compliance with this Section 8.3, (a) in the event that any Investment meets the criteria of more than one of the types of Investments described in clauses (a) through (w) above, Borrower, in its sole discretion, shall classify such item of Investment and may include the amount and type of such Investment in one or more of such clauses (including in part under one such clause and in part under another such clause) and (b) the amount of any Investment outstanding at any time under Sections 8.3(k)(iii), (m), (n), (t), and (u) shall be the original cost of such Investment, reduced (at Borrower’s option) by any dividend, distribution,

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interest payment, return of capital, repayment or other amount or value received in respect of such Investment; provided that to the extent that the amount of Investments outstanding at any time pursuant to Section 8.3(u) is so reduced by any portion of any such amount or value that would otherwise be included in the calculation of Available Amount pursuant to clause (b), (e) or (f) of the definition thereof, such portion of such amount or value shall not be so included.

Section 8.4 Sale of Assets. Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, sell, convey, transfer, lease, sublease or otherwise dispose of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any account) to any Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or issue or sell any shares of such Subsidiary’s Stock or Stock Equivalent (each, a “Disposition”), except for the following:

(a) the Disposition of any property or assets in the ordinary course of business consistent with past practices;

(b) (i) the Disposition by Borrower or any of its Restricted Subsidiaries of equipment or inventory that has become obsolete, damaged or condemned or is replaced in the ordinary course of business and (ii) the sale or discount without recourse of past due Accounts Receivable or past due notes receivable, or the conversion or exchange of such Accounts Receivable into or for notes receivable, in connection with the compromise or collection thereof in the ordinary course of business;

(c) the Disposition of assets or property in connection with any Sale and Leaseback Transaction to the extent the aggregate Fair Market Value (as of the date on which a legally binding commitment for such Disposition was entered into) of all such assets and properties covered by sale and leaseback transactions permitted by this clause (c) would not exceed (i) at any time prior to a Qualifying Threshold IPO, $15,000,000 or (ii) at any time following a Qualifying Threshold IPO, $25,000,000;

(d) (i) the abandonment or other Disposition of patents, patent applications, trademarks, trademark applications or other intellectual property that are, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as a whole and (ii) assignments and licenses, including sublicenses, of intellectual property of Borrower or any of its Restricted Subsidiaries in the ordinary course of business or in connection with a Permitted Joint Venture;

(e) subject to any restrictions set forth in Section 8.6(a), any Disposition by Borrower or any of its Restricted Subsidiaries to Borrower or any Wholly-Owned Subsidiary of Borrower other than Dispositions in the ordinary course of business under clause (a) above; provided that in the case of any Disposition from a Loan Party to a Non-Loan Party, the aggregate consideration received in connection with such Disposition shall not exceed $15,000,000;

(f) (i) any Financing Disposition and (ii) the sale or factoring at maturity or collection of any Accounts Receivable, in each case for the Fair Market Value (as of the date on which a legally binding commitment for such Disposition was entered into) thereof;

(g) any assignment, sale or other disposition of payment intangibles more than 90 days past due made in connection with the collection of such delinquent payment intangibles;

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(h) any other Disposition (not otherwise permitted by this Section 8.4) for Fair Market Value (as of the date on which a legally binding commitment for such Disposition was entered into); provided that (i) at least 75% of the consideration received in connection with such Disposition (excluding any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) is in the form of cash or Cash Equivalents with respect to any such Disposition for which the aggregate consideration received exceeds $2,000,000 and (ii) all Net Cash Proceeds of such Dispositions are applied to the Term Loans to the extent required by Section 2.9;

(i) the Disposition of any assets, Stock or Stock Equivalents in connection with any Permitted Intercompany Transaction;

(j) any Disposition of Stock of a Subsidiary of Holdings (other than Borrower) that becomes a Parent Entity (“New Parent Entity”), including as a result of a merger of Holdings with a Subsidiary in which (x) previously outstanding Stock of Holdings is converted into or becomes a right to receive Stock of a New Parent Entity and (y) Stock of Holdings as the continuing or surviving Person in such merger consist of Stock directly or indirectly held by a New Parent Entity; provided that following any such Disposition that Holdings continues to own and controls all of the outstanding Stock of Borrower;

(k) the conversion of any Restricted Subsidiary into a Related Professional Corporation in a manner consistent with past practices or in the ordinary course of business, including the entry into applicable Related Corporation Contracts in connection therewith;

(l) any Disposition set forth on Schedule 8.4(k); and

(m) (i) the Disposition of any non-core or non-strategic assets acquired in connection with a Permitted Acquisition or similar Investment for Fair Market Value (as of the date on which a legally binding commitment for such Disposition was entered into); provided that, (x) to the extent required by Section 2.09(a), such Net Cash Proceeds from any such sale are reinvested or applied in prepayment of the Loans in accordance with the provisions of Section 2.09(a), (y) immediately after giving effect thereto, no Event of Default would exist (as of the date on which a legally binding commitment for such Disposition was entered into) and (z) the fair market value (as determined by the Borrower in good faith) of such non-core or non-strategic assets so Disposed (measured at the time the definitive agreement for such Disposition is entered into) shall not exceed 25% of the purchase price paid for all such assets acquired in such Permitted Acquisition or (ii) the Disposition of assets that are necessary or advisable, in the good faith judgment of the Borrower, in order to obtain the approval of any Governmental Authority to consummate or avoid the prohibition or other restrictions on the consummation of any Permitted Acquisition or any Investment permitted by Section 8.3; provided that, (x) to the extent required by Section 2.09(a), such Net Cash Proceeds from any such sale are reinvested or applied in prepayment of the Loans in accordance with the provisions of Section 2.09(a) and (y) immediately after giving effect thereto, no Event of Default would exist (as of the date on which a legally binding commitment for such Disposition was entered into);

provided that no individual Disposition of assets or property with a Fair Market Value (as of the date on which a legally binding commitment for such Disposition was entered into) of (i) below $500,000 or (ii) collectively yielding $2,000,000 or less in any Fiscal Year, shall constitute a Disposition for the purposes of this Section 8.4.

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Section 8.5 Restricted Payments. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment on or after the Closing Date except for the following:

(a) Restricted Payments (i) by any Restricted Subsidiary to Borrower, (ii) by any Restricted Subsidiary to any other Restricted Subsidiary to the extent qualifying as a Permitted Intercompany Transaction or (iii) declared and paid on the common Stock of Borrower or the Restricted Subsidiaries and payable only in common Stock or Stock Equivalents of Borrower or the Restricted Subsidiaries;

(b) Restricted Payments in cash in an aggregate amount not to exceed (i) at any time prior to a Qualifying Threshold IPO, $5,000,000, (ii) at any time following a Qualifying Threshold IPO, but prior to October 1, 2023, the greater of $5,000,000 and 1.0% of Consolidated Total Assets or (iii) at any time following a Qualifying Threshold IPO, but on or after October 1, 2023, the greater of $20,000,000 and 3.9% of Consolidated Total Assets; provided that no Default or Event of Default has occurred and is continuing or would result therefrom;

(c) at any time following a Qualifying Threshold IPO, Borrower may make Restricted Payments in cash to Holdings for purposes of making any dividend, payment or distribution to the holders of the Stock or Stock Equivalents of Holdings in an amount not exceeding an amount equal to the Available Amount immediately prior to the time of the making of such Restricted Payment; provided that, (i) at the time of such payment, dividend or distribution, no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) immediately after giving effect to such Restricted Payment, the First Lien Leverage Ratio of Borrower as at the last day of the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 is less than or equal to 2.00 to 1.00;

(d) Borrower may make Restricted Payments in cash sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings or any Parent Entity in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the same, (ii) compliance with reporting obligations under, or in connection with compliance with, federal or state laws or under this Agreement or any of the other Loan Documents, (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor) and indemnification obligations to other Persons under its charter or by-laws or pursuant to written agreements with or for the benefit of any such Person, (iv) accounting, legal, administrative and other general corporate and overhead expenses, other fees and expenses required to maintain the existence of Holdings or such Parent Entity and other incidental operating costs and expenses incurred in the ordinary course, including salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of Holdings or any such Parent Entity, and (v) reasonable directors’ fees and out-of-pocket expenses of directors of Holdings or any such Parent Entity; provided that if any Parent Entity shall own any material assets other than the Stock or Stock Equivalents of Holdings, then such cash dividends shall be limited to the reasonable and proportional share of expenses permitted by this Section 8.5(d) incurred by such Parent Entity relating or allocable to its direct or indirect ownership interest in Holdings, in each case as determined by Borrower in its reasonable discretion based on the relative benefit to Borrower and its Subsidiaries from the incurrence of such expenses;

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(e) Borrower may repurchase Stock or Stock Equivalents or may make Restricted Payments in cash in an amount sufficient to allow Holdings or any Parent Entity or Affiliate to repurchase Stock or Stock Equivalents of Holdings or a Parent Entity or Affiliate or rights, options, units or other equity-based interests in respect thereof from any Management Investors or former Management Investors (or any of their respective heirs, successors, assigns, legal representatives or estates), or as otherwise contemplated by any Management Subscription Agreements for an aggregate purchase price (after the Closing Date) not to exceed (i) (y) $5,000,000, plus (z) $2,500,000 multiplied by the number of calendar years that have commenced since the Closing Date plus (ii) the Net Cash Proceeds received by Borrower after the Closing Date from or as a capital contribution from, the issuance or sale to Management Investors of Stock and Stock Equivalents (including any options, warrants or other rights in respect thereof), to the extent such Net Cash Proceeds are not included in any calculation under any other clause in this Section 8.5 or in determining the Available Amount or Available Excluded Contribution Amount, plus (iii) the cash proceeds of key man life insurance policies received by Borrower (or by any of its Subsidiaries and contributed to Borrower) since the Closing Date; provided that no Event of Default under Section 9.1(a), (b) or (f) has occurred and is continuing or would result therefrom and; provided further that any actions permitted under Section 8.5(h) shall not be subject to this Section 8.5(e);

(f) Borrower and each Restricted Subsidiary may make Restricted Payments in cash to pay or permit Holdings or any Parent Entity to pay any Related Taxes;

(g) Borrower and each Restricted Subsidiary may make Restricted Payments in cash in an amount sufficient to allow any Parent Entity, Holdings and each Restricted Subsidiary of Borrower to pay all amounts owing in connection with the Transactions, including fees and expenses in connection with the Transactions;

(h) Borrower may repurchase or withhold, or may make Restricted Payments in cash to Holdings in an amount sufficient to allow Holdings or any Parent Entity to repurchase or withhold, Stock or Stock Equivalents of Holdings or such Parent Entity in connection with the exercise of stock options or warrants or the vesting of restricted stock (including restricted stock units) under employee compensation arrangements if such Stock or Stock Equivalents represents a portion of the exercise price of, or withholding obligation with respect to such options, warrants or restricted stock and any related payment in respect of any such obligation; provided that with respect to any Parent Entity the amount of any such repurchases, withholding or dividend with respect to any employee shall be limited to a reasonable proportionate share based on the benefit of the activities of such employee to Borrower and its Restricted Subsidiaries;

(i) Borrower and each Restricted Subsidiary may make Restricted Payments in cash to pay or permit Holdings or any Parent Entity to pay any amounts payable pursuant to the CD&R Consulting Agreements; provided that solely with respect to obligations to pay consulting, advisory or monitoring fees (but for the avoidance of doubt, not any fees payable in respect of any officer, advisor or employee appointed to an executive management position in any Agilon Entity or any Parent Entity in relation to services provided in such executive management position) no Event of Default pursuant to Section 9.1(a), (b) or (f) has occurred and is continuing or would result therefrom;

(j) Borrower may (i) in the case of any Excluded Contribution in the form of cash, make Restricted Payments in cash up to the amount of such Excluded Contribution and (ii) in the case of any Excluded Contribution in the form of assets or property, distribute such assets or property, in each case, to the extent such Excluded Contribution is not applied to the designated purpose for such Excluded Contribution; provided that at the time of any such Restricted Payment, no Event of Default pursuant to Section 9.1(a), (b) or (f) has occurred and is continuing or would result therefrom;

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(k) Borrower and each Restricted Subsidiary may make Restricted Payments in cash to the extent permitted or required pursuant to any Tax Sharing Agreement (but for the avoidance of doubt without duplication of amounts paid pursuant to clause (f));

(l) Borrower and/or its Restricted Subsidiaries may make Restricted Payments in connection with the Transactions;

(m) Parent, Holdings, Borrower and/or their Restricted Subsidiaries may make payments in connection with any Qualifying IPO;

(n) the Borrower and each Restricted Subsidiary may make Restricted Payments in cash to pay or permit Holdings or any Parent Entity to pay any amounts payable in respect of guarantees, indemnities, obligations in respect of earnouts or other purchase price adjustments, or similar obligations, incurred in connection with the acquisition or disposition of any business, assets or Person by the Borrower or any Restricted Subsidiary; and

(o) any dividend paid within 60 days after the date of declaration thereof if at such date of declaration, such dividend or redemption would have complied with this Section 8.5.

Notwithstanding any other provision of this Agreement, this Agreement shall not restrict any redemption or other payment by the Borrower or any Restricted Subsidiary made as a mandatory principal redemption or other payment in respect of Junior Debt pursuant to an “AHYDO saver” provision of any agreement or instrument in respect of Junior Debt, and the Borrower’s determination in good faith of the amount of any such “AHYDO saver” mandatory principal redemption or other payment shall be conclusive and binding for all purposes under this Agreement.

Section 8.6 Restrictions on Fundamental Changes.

(a) Except in connection with a Permitted Acquisition, Permitted Intercompany Transaction, Permitted Joint Venture, a Permitted Intercompany Merger or, other than with respect to Holdings, a Disposition permitted under Section 8.4, Borrower shall not, and shall not permit any Restricted Subsidiary to, (a) merge or amalgamate with any Person, (b) consolidate with any Person, or (c) convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets.

(b) [Reserved].

Section 8.7 Change in Nature of Business .

(a) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any material line of business substantially different from those lines of business conducted on the Closing Date or any business reasonably related, complementary, incidental or ancillary thereto, whether in connection with a Permitted Acquisition or otherwise.

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Section 8.8 Transactions with Affiliates. Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, except as otherwise expressly permitted in this Agreement, enter into any transaction, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (A) not otherwise prohibited under this Agreement, and (B) upon terms no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; provided that nothing contained in this Section 8.8 shall be deemed to prohibit:

(a) Borrower or any Agilon Restricted Entity from entering into, modifying or performing any consulting, management, compensation, benefits or employment agreements or other compensation arrangements with a director, officer, employee or former officer, director or employee of Borrower or any Agilon Restricted Entity in the ordinary course of business;

(b) any Designated CD&R Agreement and the performance of any obligations thereunder;

(c) the payment of all amounts owing in connection with this Agreement or any of the Transactions;

(d) Borrower or any of its Subsidiaries from entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Permitted Holder and each person who is or becomes a director, officer, agent or employee of Holdings, Borrower or any of its Subsidiaries or any Parent Entity, in respect of liabilities (i) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by any Parent Entity (provided that, if such Parent Entity shall own any material assets other than the Stock or Stock Equivalents of Holdings or another Parent Entity, or other assets relating to the ownership interest of such Parent Entity in Borrower or another Parent Entity, such liabilities shall be limited to the reasonable and proportional share, as determined by Borrower in its reasonable discretion based on the benefit therefrom to Borrower and its Subsidiaries, of such liabilities relating or allocable to the ownership interest of such Parent Entity in Borrower or another Parent Entity and such other related assets) or Borrower or any of its Subsidiaries, (ii) incurred to third parties for any action or failure to act of Borrower or any of its Subsidiaries or any Parent Entity or any of their predecessors or successors, (iii) arising out of the performance by any CD&R Investor of management consulting or financial advisory services provided to Borrower or any of its Subsidiaries or any Parent Entity, (iv) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of Borrower or any of its Subsidiaries or any Parent Entity, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (v) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of Borrower or any of its Subsidiaries or any Parent Entity;

(e) (i) any Permitted Intercompany Transaction or Permitted Intercompany Merger or (ii) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between Borrower or any Restricted Subsidiary and any Permitted Joint Venture (other than any Permitted Joint Venture entered into with another portfolio company of CD&R) controlled by Borrower or any Restricted Subsidiary;

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(f) any issuance or sale of Stock or Stock Equivalents of Holdings or any Parent Entity or any capital contribution to Borrower;

(g) the execution, delivery and performance of any Tax Sharing Agreement;

(h) the execution, delivery and performance of agreements (i) under which Borrower or its Subsidiaries do not make payments or provide consideration in excess of $3,000,000 per Fiscal Year or (ii) set forth on Schedule 8.8;

(i) any transaction by Borrower with a Restricted Subsidiary of Borrower or among Restricted Subsidiaries of Borrower;

(j) any transaction with a Non-Loan Party to the extent permitted by Section 8.3(e), Section 8.4(a), Section 8.4(e) or Section 8.5(a);

(k) any transaction between or among the Borrower or any Restricted Subsidiary and any Related Corporation pursuant to or in connection with a Related Corporation Contract; and

(l) any Restricted Payment permitted by Section 8.5.

For purposes of this Section 8.8, (i) any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in clause (B) of the first sentence hereof if (x) such transaction is approved by a majority of the Disinterested Directors of the Board of Directors, or (y) in the event that at the time of any such transaction, there are no Disinterested Directors serving on the Board of Directors, such transaction shall be approved by a nationally recognized expert reasonably satisfactory to the Administrative Agent with expertise in appraising the terms and conditions of the type of transaction for which approval is required and (ii) “Disinterested Director” shall mean, with respect to any Person and transaction, a member of the Board of Directors of such Person who does not have any material direct or indirect financial interest in or with respect to such transaction; a member of such Board of Directors shall not be deemed to have a financial interest by reason of such member’s holding capital stock of Borrower or any Parent Entity or any options, warrants or rights in respect of such capital stock.

Section 8.9 Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (a) pursuant to the Loan Documents, (b) any agreements or instruments governing any Securitization Facility, purchase money Indebtedness, Financing Lease Obligations or other Indebtedness permitted by Section 8.1(a)(ii), (b), (c), (d)(y), (f), (g), (h), (q)(x), (t), (u), (v) or (y) or refinancing thereof pursuant to Section 8.1(j) or any Guarantee Obligations in respect of any such Indebtedness permitted by Section 8.1(e) or assumed Indebtedness pursuant to Section 8.1(q)(y) or refinancing thereof pursuant to Section 8.1(j) (provided that in the case of this clause (b), any prohibition or limitation shall only be effective against (x) in the case of purchase money Indebtedness or Financing Lease Obligations, the applicable assets financed thereby (or cross collateralized as permitted by Section 8.2(d)), (y) in the case of a Securitization Facility, the Securitization Assets, or the applicable entities originally restricted thereby or (z) in the case of assumed Indebtedness pursuant to Section 8.1(q)(y), the assets securing such Indebtedness), (c) Contractual Obligations which (i) (x) exist on the date hereof, or (y) to the extent Contractual Obligations permitted by the immediately preceding clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing

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does not expand the scope of the restrictions described above that are contained in such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iii) represent Indebtedness of a Restricted Subsidiary of Borrower which is not a Loan Party which is permitted by Section 8.1, (iv) arise in connection with any Disposition permitted by Section 8.4 or (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 8.3(m) and applicable solely to such joint venture entered into in the ordinary course of business, (d) any encumbrance, restriction or agreement (i) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract, (ii) contained in mortgages, pledges or other security agreements securing Indebtedness of Borrower or any of its Restricted Subsidiaries to the extent restricting the transfer of the property or assets subject thereto, (iii) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of Borrower or any of its Restricted Subsidiaries, (iv) encumbering or restricting cash or other deposits or net worth imposed by customers or suppliers under agreements entered into in the ordinary course of business, (v) pursuant to customary provisions contained in joint venture agreements applicable to Permitted Joint Ventures and applicable solely to such Permitted Joint Venture, (vi) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of Borrower or any of its Restricted Subsidiaries in any manner material to Borrower or such Subsidiaries, or (vii) pursuant to customary provisions contained in Hedging Contracts, (e) any encumbrance, restriction or agreement with respect to a Subsidiary (or any of its property or assets) imposed in connection with a Disposition permitted by Section 8.4 pending the closing of such Disposition, (f) any encumbrance, restriction or agreement arising by reason of any Requirement of Law, or required by any Governmental Authority having jurisdiction over Borrower or any of its Restricted Subsidiaries or any of their businesses or (g) any Related Corporation Contracts, Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, (i) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, Borrower or any other Restricted Subsidiary thereof or (ii) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of Borrower or any Restricted Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement requiring other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.

Section 8.10 [Reserved].

Section 8.11 [Reserved].

Section 8.12 Payment of Junior Debt; Modification of Debt Agreements.

(a) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity, scheduled repayment or scheduled sinking fund payment thereof in any manner, or make any payment in violation of any applicable intercreditor or subordination terms of, any Subordinated Indebtedness, Indebtedness that is secured by Liens on all or any portion of the Collateral on a

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junior basis to the Obligations and unsecured Indebtedness (collectively “Junior Debt”) except that: (i) at any time following a Qualifying Threshold IPO, any such payment, prepayment, purchase, redemption, defeasance or other satisfaction or acquisition of such Junior Debt in an amount that does not exceed the Available Amount immediately prior to the making of such payment, prepayment, purchase, redemption, defeasance or other satisfaction or acquisition shall be permitted; provided that (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) immediately after giving effect to such payment, prepayment, purchase, redemption, defeasance or other satisfaction or acquisition, the First Lien Leverage Ratio of Borrower as of the last day of the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1, calculated on a Pro Forma Basis after giving effect to such payment, prepayment, purchase, redemption, defeasance or other satisfaction or acquisition, is less than or equal to 2.00 to 1.00; (ii) any such payment, prepayment, purchase, redemption, defeasance or other satisfaction or acquisition of such Junior Debt in an amount that does not exceed the Available Excluded Contribution Amount immediately prior to the making of such payment, prepayment, purchase, redemption, defeasance or other satisfaction or acquisition shall be permitted; provided that no Event of Default pursuant to Section 9.1(a), (b) or (f) has occurred and is continuing or would result therefrom; (iii) any renewals, extensions, refinancings or refundings permitted by Section 8.1(j), shall be permitted; provided that any such renewals, extensions, refinancings or refundings shall have the same (or lesser) priority (as to right of payment and security, as applicable) as the Indebtedness being renewed, extended, refinanced or refunded; and (iv) payment of the Promissory Note shall be permitted; and

(b) Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, change or amend the terms of (A) documents governing any Junior Debt if the effect of such amendment is to (i) (x) in the case of term loans or notes, shorten the maturity date of such Subordinated Indebtedness to a date prior to the then stated maturity of such Indebtedness (or, if earlier, the Latest Maturity Date) or provide for a shorter weighted average life to maturity than the remaining average life of such Indebtedness (or, if earlier, the Tranche of Term Loans having the Latest Maturity Date) or (y) be secured by any Lien on any asset that does not also secure the Facilities or be guaranteed by any Person other than the Guarantors, or (ii) if an Event of Default under Sections 9.1(a), 9.1(b) or 9.1(f) has occurred and is continuing, to change the terms of such Indebtedness in a manner that would grant the holders of such Indebtedness security over any assets in addition to those that secure such Indebtedness prior to such Event of Default or permit any Person to Guarantee such Indebtedness that does not Guarantee such Indebtedness prior to such Event of Default or (B) the Promissory Note in a manner adverse to interests of the Lenders in any material respect.

ARTICLE IX

EVENTS OF DEFAULT

Section 9.1 Events of Default. Each of the following events shall be an Event of Default:

(a) Borrower shall fail to pay any principal of any Loan or any Reimbursement Obligation when the same becomes due and payable; provided that any non-payment of principal or Reimbursement Obligation resulting from the Borrower’s good faith payment of an invoice received from the Administrative Agent shall not constitute an Event of Default; or

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(b) Borrower shall fail to pay any interest on any Loan, any fee under any of the Loan Documents or any other Obligation (other than referred to in clause (a) above) and such non-payment continues for a period of five Business Days after the due date therefor; provided that any non-payment of interest of any other amounts resulting from the Borrower’s good faith payment of an invoice received from the Administrative Agent shall not constitute an Event of Default; or

(c) any representation or warranty made or deemed made by any Loan Party in any Loan Document or by any Loan Party (or any of their respective officers) in connection with any Loan Document shall prove to have been incorrect in any material respect when made or deemed made; or

(d) any Loan Party shall fail to perform or observe (i) any term, covenant or agreement contained in Article V (subject to Section 9.3. below), Section 7.1 (with respect to the Borrower) or Article VIII; or (ii) any other term, covenant or agreement contained in this Agreement or in any other Loan Document if such failure under this clause (ii) shall remain unremedied for a period of, in the case of a default with respect to failure to deliver financial statements under Section 6.1 or related certificates under Section 6.1, 180 days, and in the case of any other default, 30 days after the earlier of (A) the date on which a Responsible Officer of Borrower becomes aware of such failure and (B) the date on which written notice thereof shall have been given to Borrower by the Administrative Agent or any Lender; or

(e) (i) any Agilon Restricted Entity shall fail to make any payment on any Indebtedness of such Agilon Restricted Entity or any Guaranty Obligation in respect of Indebtedness of any other Person within the applicable grace period with respect thereto, and, in each case, such failure relates to Indebtedness having a principal amount which exceeds (A) at any time prior to a Qualifying Threshold IPO, $15,000,000, (B) at any time following a Qualifying Threshold IPO, but prior to October 1, 2023, $20,000,000 or (C) at any time following a Qualifying Threshold IPO, but on or after October 1, 2023, $25,000,000, in each case, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to permit, after the expiration of any applicable grace or cure period therefor (and such grace or cure period shall have elapsed), with the giving of notice if required (and such notice shall have been delivered), the acceleration of or the maturity of such Indebtedness or (iii) any such Indebtedness shall become or be declared to be due and payable, or required to be prepaid or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or

(f) (i) Holdings, Borrower or any Significant Subsidiary, or any combination of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, shall make a general assignment for the benefit of creditors, (ii) any proceeding shall be instituted by or against any of Holdings, Borrower or any Significant Subsidiary or any combination of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up or reorganization (other than a liquidation, winding up or reorganization permitted by Section 8.6(a) and not involving bankruptcy or insolvency proceedings), arrangement, adjustment, protection, relief or composition of it or its debts, under any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a custodian, receiver, interim receiver, receiver and manager, trustee or other similar official

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for it or for any substantial part of its property; provided that, in the case of any such proceedings instituted against Holdings, Borrower or any Significant Subsidiary or any combination of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary (but not instituted by an Agilon Restricted Entity), either such proceedings shall remain unbonded, undischarged, undismissed or unstayed for a period of 60 days or more or any action sought in such proceedings shall occur or (iii) Holdings, Borrower or any Significant Subsidiary or any combination of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary shall take any corporate action to authorize any action set forth in clauses (i) or (ii) above; or

(g) [Reserved]; or

(h) one or more judgments or orders (or other similar process) involving an amount, which exceeds (A) at any time prior to a Qualifying Threshold IPO, $15,000,000, (B) at any time following a Qualifying Threshold IPO, but prior to October 1, 2023, $20,000,000 or (C) at any time following a Qualifying Threshold IPO, but on or after October 1, 2023, $25,000,000, in each case, in the aggregate over all such money judgments, to the extent not covered by insurance or an indemnity, shall be rendered against one or more of the Agilon Restricted Entities and shall not have been vacated and shall remain unbonded, undischarged or unstayed for a period of 60 days or more; or

(i) an ERISA Event or Foreign Benefit Event shall occur and the amount of all liabilities and deficiencies resulting therefrom, whether or not assessed, together with all other ERISA Events and Foreign Benefit Events could reasonably be likely to have a Material Adverse Effect; or

(j) any material provision of the Guaranty or, with respect to clause (ii) below, any material obligation of Borrower or Holdings under this Agreement, the Guaranty, after delivery thereof pursuant to this Agreement, for any reason, other than as expressly permitted hereunder or satisfaction in full of the Obligations, (i) shall cease to be valid and binding on, or enforceable against, any Significant Subsidiary or any combination of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, party thereto, or (ii) any Significant Subsidiary, or any combination of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, party thereto shall so state in writing and in each case of clause (i) or (ii) such invalidity shall have continued unremedied for a period of five Business Days; or

(k) any material provision of the Pledge and Security Agreement or of any Collateral Document covering a significant portion of the Collateral shall for any reason, other than as expressly permitted hereunder or upon satisfaction in full of the Obligations, fail or cease to be enforceable against any of the Loan Parties purported to be covered thereby, or the Collateral Documents shall fail or cease to create a valid Lien on any Collateral representing a material portion of the assets of the Loan Parties purported to be covered thereby or, except as permitted by the Loan Documents, such Lien shall fail or cease to be perfected or any Loan Party shall so state in writing (other than in connection with any termination of such Lien in respect of any Collateral as permitted hereby or by any Collateral Document), and such failure (i) of any Collateral Document to be enforceable shall have continued unremedied for a period of five Business Days or (ii) of such Lien to be perfected and enforceable shall have continued unremedied for a period of fifteen Business Days (provided that, in the case of clause (ii), for the avoidance of doubt, if the failure of such Lien to be perfected and enforceable results from the failure of the Administrative Agent to maintain possession of any certificates or documents actually delivered to it representing securities or negotiable instruments pledged under the Collateral Documents, such fifteen Business Day grace period shall not commence until the Borrower becomes aware of the failure of such Lien to be perfected and enforceable); or

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(l) Any Loan Party shall assert in writing that any Intercreditor Agreement or Other Intercreditor Agreement (in each case, after execution and delivery thereof and so long as it is required to be effective pursuant to the terms hereof) shall have ceased for any reason to be in full force and effect (other than pursuant to the terms hereof or thereof) or shall knowingly contest, or knowingly support any other Person in any action that seeks to contest, the validity or effectiveness of any such Intercreditor Agreement (other than pursuant to the terms hereof or thereof);

(m) there shall occur any Change of Control.

Section 9.2 Remedies. During the continuance of any Event of Default, the Administrative Agent (a) may with the consent of the Requisite Lenders, and, at the request of the Requisite Lenders, shall, by notice to Borrower declare that all or any portion of the Commitments be terminated, whereupon the obligation of each Lender to make any Loan and each Issuer to Issue any Letter of Credit shall immediately terminate (to the extent of any such terminated portion) and (b) may with the consent of the Requisite Lenders, and, at the request of the Requisite Lenders, shall, by written notice to Borrower, declare the Loans, all interest thereon and all other amounts and Obligations payable under this Agreement to be forthwith due and payable, whereupon the Loans, all such interest and all such amounts and Obligations shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower; provided that upon the occurrence of the Events of Default specified in Section 9.1(f) with respect to Holdings, Borrower or any Significant Subsidiary, (x) the Commitments of each Lender to make Loans and the commitments of each Lender and Issuer to Issue or participate in Letters of Credit shall each automatically be terminated and (y) the Loans, all such interest and all such amounts and Obligations shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by Borrower. In addition to the remedies set forth above, the Administrative Agent may exercise any remedies provided for by the Collateral Documents in accordance with the terms thereof or any other remedies provided by applicable law.

Section 9.3 Right to Cure. Notwithstanding anything to the contrary contained herein, in the event that Borrower fails to comply with the requirements set forth in Article V for any Fiscal Quarter, then: (a) after the end of such Fiscal Quarter and until the expiration of the tenth Business Day subsequent to the date the relevant Compliance Certificate is required to be delivered pursuant to Section 6.1(c) with respect to such Fiscal Quarter (the “Cure Deadline”), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise make a cash capital contribution for common equity (the “Specified Equity Contribution”), and, upon receipt by Borrower of such cash pursuant to the exercise by Borrower of such Specified Equity Contribution, (x) for Specified Equity Contributions in respect of the covenant set forth in Section 5.1, the calculation of EBITDA as used in the covenant set forth in Section 5.1 shall be recalculated giving effect to the following pro forma adjustments: EBITDA shall be increased, solely for the purpose of measuring the covenant set forth in Section 5.1 for such Fiscal Quarter and for applicable subsequent Financial Covenant Periods that include such Fiscal Quarter and not for any other purpose under this Agreement (including, but not limited to, calculating

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EBITDA for purposes of determining the availability or amount of any basket levels or carve-outs and for purposes of calculating Excess Cash Flow), by an amount equal to such Specified Equity Contribution; provided that the receipt by Borrower of such Specified Equity Contribution shall be deemed to have no other effect whatsoever under this Agreement for purposes of calculating EBITDA (including, but not limited to, determining the availability or amount of any covenant baskets or carve-outs), (y) [reserved] and (z) for Specified Equity Contributions in respect of the covenant set forth in Section 5.3, the calculation of Liquidity as used in the covenant set forth in Section 5.3 shall be recalculated giving effect to the following pro forma adjustments: Liquidity shall be increased by an amount equal to such Specified Equity Contribution; provided that the receipt by Borrower of such Specified Equity Contribution shall be deemed to have no other effect whatsoever under this Agreement for purposes of calculating Liquidity; and if, after giving effect to the recalculations in the foregoing clauses (x), (y) and (z), as applicable, Borrower shall then be in compliance with the requirements of the applicable covenant set forth in Article V, Borrower shall be deemed to have satisfied the requirements of the applicable covenant set forth in Article V as of the last day of the relevant Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the applicable covenant set forth in Article V shall be deemed to have not occurred for the purposes of this Agreement; and (b) the Lenders shall not be permitted to accelerate Loans held by them or exercise remedies against the Collateral or exercise any other remedies hereunder, at law or in equity, on the basis of a failure to comply with the requirements of any covenant set forth in Article V until such failure is not cured pursuant to the exercise of the right to make a Specified Equity Contribution on or prior to the Cure Deadline. For the avoidance of doubt, no Lender shall be required to make any Loan and no Issuer shall be required to Issue any Letter of Credit during the 10 Business Day period described in this Section 9.3(a) unless and until the Borrower shall have received the proceeds of such Specified Equity Contribution.

Notwithstanding anything herein to the contrary, (i) in each Relevant Four Fiscal Quarter Period there shall be at least two Fiscal Quarters in respect of which the Specified Equity Contribution is not exercised, (ii) there can be no more than five Fiscal Quarters in respect of which the Specified Equity Contribution is exercised during the term of the Term Loan Facility, (iii) for purposes of this Section 9.3, the Specified Equity Contribution utilized shall be no greater than the amount required for purposes of complying with the applicable covenants set forth in Article V and (iv) there shall be no pro forma or other reduction in Indebtedness (including as a result of netting) with the proceeds of any Specified Equity Contribution for determining compliance with the covenant set forth in Section 5.1 for the Fiscal Quarters in which such Specified Equity Contribution is included in EBITDA. For purposes of this paragraph, the term “Relevant Four Fiscal Quarter Period” shall mean, with respect to any requested Specified Equity Contribution, the four Fiscal Quarter period ending on (and including) the Fiscal Quarter in which the EBITDA will be increased as a result of such Specified Equity Contribution.

Section 9.4 Actions in Respect of Letters of Credit. Upon the Revolving Credit Termination Date or as may be required by Section 2.9(e), Borrower shall pay to the Administrative Agent in immediately available funds at the Administrative Agent’s office referred to in Section 11.9, for deposit in a Cash Collateral Account, an amount equal to 105% of the sum of all outstanding Letter of Credit Obligations. The Administrative Agent may, from time to time after funds are deposited in any Cash Collateral Account, apply funds then held in such Cash Collateral Account to the payment of any amounts, in accordance with Section 2.13(f), as shall have become or shall become due and payable by Borrower to the applicable Issuers or Lenders in respect of the Letter of Credit Obligations. The Administrative Agent shall promptly give written notice of any such application; provided that the failure to give such written notice shall not invalidate any such application.

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ARTICLE X

THE ADMINISTRATIVE AGENT

Section 10.1 Authorization and Action.

(a) Each Lender and each Issuer hereby appoints JPMorgan as the Administrative Agent hereunder and each Lender and each Issuer authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to such Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender and each Issuer hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under each of the Loan Documents to which such Administrative Agent is a party, to exercise all rights, powers and remedies that such Administrative Agent may have under any such Loan Documents and, in the case of the Collateral Documents, to act as agent for the Lenders, Issuers and the other Secured Parties under such Collateral Documents. Each reference to the Administrative Agent in this Article X shall be deemed to apply to the Administrative Agent acting in its capacity as collateral agent under the Collateral Documents.

(b) As to any matters not expressly provided for by this Agreement and the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders, and such instructions shall be binding upon all Lenders and each Issuer; provided that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to personal liability unless the Administrative Agent receives an indemnification satisfactory to it from the Lenders and the Issuers with respect to such action or (ii) is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each applicable Lender and each applicable Issuer prompt notice of each notice given to it by any Loan Party pursuant to the terms of this Agreement or the other Loan Documents.

(c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuers and its duties are entirely administrative in nature. The Administrative Agent does not assume and shall not be deemed to have assumed any obligation other than as expressly set forth herein and in the other Loan Documents or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuer or holder of any other Obligation. The Administrative Agent may perform any of its duties under any Loan Document by or through its agents or employees. In the event the Administrative Agent calculates the aggregate amount outstanding under Letters of Credit upon the request of any Lender or Issuer, the Administrative Agent may make such calculation based on the face amount of all outstanding Letters of Credit.

(d) The Joint Lead Arrangers shall have no obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity.

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(e) Each Lender, Issuer and Joint Lead Arranger hereby:

(i) irrevocably constitutes, authorizes and appoints JPMorgan (and the individuals through which it may be represented), or any other Person appointed Administrative Agent pursuant to Section 10.6 (and the individuals through which it may be represented), its true and lawful attorney-in-fact to execute, accept, register at the relevant registries and deliver any Loan Document, including one or more Collateral Documents, as such attorney-in-fact may deem necessary or desirable, any amendments thereto, and all post-effective amendments, extensions, supplements and cancellations to such Loan Documents, in such form(s) as such attorney-in-fact may approve, and to file the same and all other documents in relation thereto with the applicable Governmental Authorities or such other Person as required by any Requirement of Law and to hold on behalf of each present and future Secured Party security granted by a Loan Party; provided that in no event shall this clause (e) be deemed to authorize or permit JPMorgan or any other Person to execute this Agreement or any amendment hereto as attorney-in-fact of any Lender or Issuer,

(ii) grants to such attorney-in-fact full power and authority to do and perform each and every act necessary to be done to ensure that such Collateral Documents comply with Requirements of Law.

Section 10.2 Administrative Agent’s Reliance, Etc. None of the Administrative Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct (as determined in a final, non-appealable judgment of a court of competent jurisdiction). Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until the Obligations represented by such Note have been assigned in accordance with Section 11.2, (b) may rely on the Register to the extent set forth in Section 11.2(c), (c) may consult with legal counsel (including counsel to Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of Holdings or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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Section 10.3 Posting of Approved Electronic Communications.

(a) Each of the Lenders, the Issuers and Holdings and Borrower agree, and Borrower shall cause each Subsidiary Guarantor to agree, that the Administrative Agent may, but shall not be obligated to, make the Approved Electronic Communications available to the Lenders and Issuers by posting such Approved Electronic Communications on IntraLinks^™, SyndTrak or a substantially similar electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).

(b) Each of the Lenders, the Issuers, Holdings and Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution. In consideration for the convenience and other benefits afforded by such distribution and for the other consideration provided hereunder, the receipt and sufficiency of which is hereby acknowledged, each of the Lenders, the Issuers, each of Holdings and Borrower hereby approve distribution of the Approved Electronic Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.

(c) THE APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (THE “AGENT AFFILIATES”) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT AFFILIATES IN CONNECTION WITH THE APPROVED ELECTRONIC PLATFORM OR THE APPROVED ELECTRONIC COMMUNICATIONS.

(d) Each of the Lenders, the Issuers, Holdings and Borrower agree that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Approved Electronic Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally-applicable document retention procedures and policies.

Section 10.4 The Administrative Agent Individually. With respect to its Ratable Portion, JPMorgan shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender. The terms “Lenders”, “Requisite Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include, without limitation, the Administrative Agent in its individual capacity as a Lender or as one of the Requisite Lenders. JPMorgan and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with, any Loan Party as if JPMorgan were not acting as the Administrative Agent.

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Section 10.5 Lender Credit Decision. Each Lender and each Issuer acknowledges that it shall, independently and without reliance upon the Administrative Agent or any other Lender (other than an Affiliated Lender, except in its capacity as a Lender) conduct its own independent investigation of the financial condition and affairs of the Agilon Entities in connection with the making and continuance of the Revolving Credit Commitments and Loans and with the issuance of the Letters of Credit. Each Lender and each Issuer also acknowledges that it shall, independently and without reliance upon the Administrative Agent or any other Lender (other than an Affiliated Lender, except in its capacity as a Lender) and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and other Loan Documents. Except for the documents expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lenders or the Issuers, the Administrative Agent shall not have any duty or responsibility to provide any Lender or any Issuer with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party that may come into the possession of the Administrative Agent or any Affiliate thereof or any employee or agent of any of the foregoing.

Section 10.6 Indemnification. Each Lender agrees to indemnify the Administrative Agent and each of its Affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by Borrower and without limiting Borrower’s obligations to do so), from and against such Lender’s Ratable Portion (based on the aggregate amount of outstanding Obligations in respect of Loans and Letters of Credit at such time) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of financial and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against, the Administrative Agent or any of its Affiliates, or any of its or their respective directors, officers, employees, agents and advisors in any way relating to or arising out of this Agreement or the other Loan Documents or any action taken or omitted by the Administrative Agent under this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or such Affiliate’s gross negligence or willful misconduct (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including fees, expenses and disbursements of financial and legal advisors) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement or the other Loan Documents, to the extent that the Administrative Agent is not reimbursed for such expenses by a Borrower or another Loan Party.

Section 10.7 Successor Administrative Agent.

(a) Subject to the appointment of a successor as set forth herein, (i) if at any time the Borrower or the Requisite Lenders determine in good faith that the Person serving as Administrative Agent or any controlling affiliate or such Person is (without taking into account any provision in the definition of “Defaulting Lender” requiring notice from the Administrative Agent or any other party) a Defaulting Lender, the Borrower or the Requisite Lenders

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(determined after giving effect to Section 11.1), as applicable, remove such Person as Administrative Agent and (ii) the Administrative Agent may resign at any time, in each case by giving ten days’ written notice thereof to the Administrative Agent, Lenders and/or Borrower, as applicable. If the Administrative Agent shall be removed by the Borrower or the Requisite Lenders pursuant to clause (i) above or if the Administrative Agent shall resign as Administrative Agent pursuant to clause (ii) above, as applicable, under this Agreement and the other Loan Documents, then the Requisite Lenders shall appoint from among the Lenders a successor agent for the Lenders. In either case, such appointment shall be subject to the prior written approval of Borrower (which approval may not be unreasonably withheld or unreasonably delayed if such successor is an Approved Commercial Bank and which shall not be required upon the occurrence and during the continuance of an Event of Default pursuant to Section 9.1(a), (b) or (f)). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Article X as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents; provided that Borrower shall not be obligated to pay to any successor Administrative Agent any amounts in excess of, or in addition to, any fees then payable to the retiring Administrative Agent.

(b) Any resignation pursuant to this Section 10.7 by a Person acting as Administrative Agent shall, unless such Person shall notify Borrower and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to advance or issue new, or extend existing Letters of Credit where such advance, issuance or extension is to occur on or after the effective date of such resignation. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuer, (ii) the retiring Issuer shall be discharged from all of its respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuer to effectively assume the obligations of the retiring Issuer with respect to such Letters of Credit.

(c) Each of the Lenders and Issuers hereby directs, in accordance with the terms hereof, the Administrative Agent to enter into an Intercreditor Agreement or an Other Intercreditor Agreement in the circumstances contemplated herein. The Lenders and Issuers hereby authorize the Administrative Agent to take any action contemplated by any such intercreditor arrangements, including any intercreditor agreement.

Section 10.8 Concerning the Collateral and the Collateral Documents.

(a) Each Lender and each Issuer agrees that any action taken by the Administrative Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the

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Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Secured Parties with respect to all payments and collections arising in connection herewith and with the Collateral Documents, (ii) execute and deliver each Collateral Document and accept delivery of each such agreement delivered by Holdings or any of its Subsidiaries, (iii) act as collateral agent for the Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein including the exercise of remedies with respect to any Collateral; provided that the Administrative Agent hereby appoints, authorizes and directs each Lender and Issuer to act as collateral sub agent for the Administrative Agent, the Lenders and the Issuers for purposes of the perfection of all security interests and Liens with respect to Borrower’s and its Restricted Subsidiaries’ respective Deposit Accounts and Securities Accounts maintained with, and cash and Cash Equivalents held by, such Lender or such Issuer, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all remedies given to the Administrative Agent, the Lenders, the Issuers and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise.

(b) Each of the Lenders and the Issuers hereby directs, in accordance with the terms hereof, the Administrative Agent to release (or, in the case of clause (ii) below, release or subordinate) without recourse or warranty, any Lien held by the Administrative Agent for the benefit of the Secured Parties against any of the following:

(i) all of the Collateral, upon termination of the Commitments and payment and satisfaction in full of all Loans, Reimbursement Obligations and all other Secured Obligations that the Administrative Agent has been notified in writing are then due and payable (and, in respect of contingent Letter of Credit Obligations, with respect to which Cash Collateral has been deposited or a back-up letter of credit has been issued, in either case on terms reasonably satisfactory to the Administrative Agent and the applicable Issuers);

(ii) any assets that are subject to a Lien permitted by Section 8.2(d), (e) (solely to the extent relating to clauses (d) or (h)) or (h);

(iii) any part of the Collateral sold or disposed of by a Loan Party (including against any assets of a Loan Party, all of the Stock or Stock Equivalents of which is being sold or disposed of) if such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement) other than a Disposition to a Loan Party or, if not pursuant to such sale or disposition, if such release is consented to by the Lenders required to consent thereto under Section 11.1; and

(iv) if any Subsidiary Guarantor is designated as an Excluded Subsidiary all of the Collateral of such Subsidiary and the Stock and Stock Equivalents of such Subsidiary; provided that the Fair Market Value of any Collateral of such Subsidiary and the Stock and Stock Equivalents of such Subsidiary shall be treated as an Investment and shall be required to be permitted by, and in compliance with, Section 8.3.

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(c) Each of the Lenders and the Issuers hereby directs, in accordance with the terms hereof, the Administrative Agent to release (A) any Subsidiary Guarantor from its obligations under the applicable Guaranty (i) if the Stock or Stock Equivalents of such Subsidiary Guarantor is being sold or disposed of, if such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement) in a transaction pursuant to which it no longer constitutes a Subsidiary of Borrower, (ii) upon the designation of such Subsidiary Guarantor as an Excluded Subsidiary; provided that the Fair Market Value of any Collateral of such Subsidiary and the Stock and Stock Equivalents of such Subsidiary shall be treated as an Investment and shall be required to be permitted by, and in compliance with, Section 8.3 or (iii) if not pursuant to clause (i) or (ii) above, if such release is consented to by the Lenders required to consent thereto under Section 11.1 and (B) Holdings from its obligations under the applicable Guaranty following a Borrower IPO.

(d) Each of the Lenders and the Issuers hereby directs the Administrative Agent to execute and deliver or file such termination and partial release statements and do such things as are necessary to release Liens pursuant to this Section 10.8 promptly upon the effectiveness of such release.

(e) Upon request by the Administrative Agent at any time, the Requisite Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.8.

Section 10.9 Collateral Matters Relating to Related Obligations. The benefit of the provisions of the Loan Documents, including this Agreement, relating to the Collateral shall extend to and be available in respect of any Secured Obligation not arising under a Loan Document or that is otherwise owed to Persons other than the Administrative Agent, the Lenders and the Issuers (collectively, “Related Obligations”) solely on the condition and understanding, as among the Administrative Agent and all Secured Parties, that (a) the Related Obligations shall be entitled to the benefit of the Loan Documents and the Collateral to the extent expressly set forth in this Agreement and the other Loan Documents and to such extent the Administrative Agent shall hold, and have the right and power to act with respect to, each Guaranty and the Collateral on behalf of and as agent for the holders of the Related Obligations, but the Administrative Agent is otherwise acting solely as agent for the Lenders and the Issuers and shall have no fiduciary duty, duty of loyalty, duty of care, duty of disclosure or other obligation whatsoever to any holder of Related Obligations, (b) all matters, acts and omissions relating in any manner to any Guaranty, the Collateral, or the omission, creation, perfection, priority, abandonment or release of any Lien, shall be governed solely by the provisions of this Agreement and the other Loan Documents, and, except as otherwise permitted hereunder, no separate Lien, right, power or remedy shall arise or exist in favor of any Secured Party under any separate instrument or agreement or in respect of any Related Obligation, (c) each Secured Party shall be bound by all actions taken or omitted, in accordance with the provisions of this Agreement and the other Loan Documents, by the Administrative Agent and the Requisite Lenders, each of whom shall be entitled to act at its sole discretion and exclusively in its own interest given its own Revolving Credit Commitments and its own interest in the Loans, Letter of Credit Obligations and other Obligations to it arising under this Agreement or the other Loan Documents, without any duty or liability to any other Secured Party or as to any Related Obligation and without regard to whether

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any Related Obligation remains outstanding or is deprived of the benefit of the Collateral or becomes unsecured or is otherwise affected or put in jeopardy thereby, (d) no holder of Related Obligations and no other Secured Party (except the Administrative Agent, the Lenders and the Issuers, to the extent set forth in this Agreement) shall have any right to be notified of, or to direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under this Agreement or the Loan Documents and (e) no holder of any Related Obligation shall exercise any right of setoff, banker’s lien or similar right except as expressly provided in Section 11.7.

Section 10.10 Additional Indebtedness. In connection with the incurrence by any Restricted Subsidiary of additional Indebtedness permitted by Section 8.1(a)(ii), (b) or (c) of this Agreement to be secured by a Lien permitted by Section 8.2(s) of any Collateral, at the request of Borrower, the Administrative Agent (including in its capacity as “collateral agent” under the Loan Documents) agrees (a) to execute and deliver an Intercreditor Agreement or an Other Intercreditor Agreement (as applicable), (b) to act as collateral agent under such Intercreditor Agreement or Other Intercreditor Agreement (as applicable) on behalf of the Secured Parties hereunder, and solely with respect to, and to the extent necessary for, the perfection of Collateral requiring perfection by possession or control, to possess or control such Collateral on behalf of other Secured Parties (as defined in such Intercreditor Agreement or Other Intercreditor Agreement (as applicable)) to the extent provided for therein and (c) to make or consent to any filings or take any other actions in connection therewith, in each case, as may be reasonably determined by Borrower, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), to be necessary for any Lien on the Collateral permitted to secure such additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by Borrower, to the extent such priority is permitted by the Loan Documents) pursuant to the Collateral Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified.

Section 10.11 Withholding. To the extent required by any applicable law (which for purposes of this Section 10.11 includes FATCA), the Administrative Agent or Borrower may withhold from any payment to any Lender or Issuer an amount equivalent to any applicable withholding tax, and in no event shall the Administrative Agent be required to be responsible for or pay any additional amount with respect to any such withholding. Without limiting the provisions under Section 2.16, if any payment has been made to any Lender or Issuer by the Administrative Agent without the applicable withholding tax being withheld from such payment and the Administrative Agent or Borrower has paid over the applicable withholding tax to the Internal Revenue Service or any other Governmental Authority, or the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent or Borrower did not properly withhold tax from amounts paid to or for the account of any Lender or Issuer because the appropriate form was not delivered or was not properly executed or because such Lender or Issuer failed to notify the Administrative Agent or Borrower of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender or Issuer shall indemnify the Administrative Agent and Borrower fully for all amounts paid, directly or indirectly, by the Administrative Agent or Borrower as tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred and shall make payment in respect thereof within 30 days after demand therefor; provided, however, that this Section 10.11 shall not impose any obligation on any Lender or Issuer to pay to any Borrower amounts in respect of any Indemnified Taxes or penalties, interest, or expenses incurred in

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connection with Indemnified Taxes. A certificate as to the amount of such liability delivered to any Lender or Issuer by the Administrative Agent shall be conclusive absent manifest error. Each Lender and each Issuer hereby authorizes the Administrative Agent and Borrower to set off and apply any and all amounts at any time owing to such Lender or such Issuer under any other Loan Document against any amount due the Administrative Agent or Borrower, as applicable, under this Section 10.11. The agreements in this Section 10.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an Issuer and the repayment, satisfaction or discharge of all the Secured Obligations.

Section 10.12 Proofs of Claim. In case of the pendency of any Bankruptcy Proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or Letter of Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letter of Credit Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuers and the Administrative Agent under Sections 2.12, 11.3 and 11.4) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.12, 11.3 and 11.4.

Section 10.13 ERISA Representation.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments, or this Agreement;

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(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement;

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent or the Joint Lead Arrangers or any of their respective Affiliates is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

For the purposes of this Section 10.13:

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

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“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Amendments, Waivers, Etc.

(a) Subject to clause (E) of the second proviso below, no amendment, modification or waiver of any provision of this Agreement or any other Loan Document nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and, in the case of any amendment, by Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly and adversely affected thereby, in addition to the Requisite Lenders (or the Administrative Agent with the consent thereof), do any of the following:

(i) [Reserved];

(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;

(iii) extend the scheduled final maturity of any Loan owing to such Lender, or waive or postpone any scheduled date fixed for the payment or reduction of principal of any such Loan (it being understood that Section 2.9 does not provide for scheduled dates fixed for payment) or for the reduction of such Lender’s Commitment;

(iv) reduce the principal amount of any Loan or Reimbursement Obligation owing to such Lender (other than by the payment or prepayment thereof);

(v) reduce the rate of interest on any Loan or Reimbursement Obligations outstanding to such Lender or any fee payable hereunder to such Lender;

(vi) postpone any scheduled date fixed for payment of interest on any Loan or Reimbursement Obligations outstanding to such Lender or fees owing to such Lender;

(vii) change the aggregate Ratable Portions of Lenders required for any or all Lenders to take any action hereunder;

(viii) release all or substantially all of the Collateral except as provided in Section 10.8(b) or release Borrower from its payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any) or release any Guarantor from its obligations under the Guaranty except in connection with sale or other disposition of a Subsidiary Guarantor (or all or substantially all of the assets thereof) permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement) or as otherwise permitted by this Agreement or the Guaranty;

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(ix) [Reserved]; or

(x) amend Section 10.8(b), this Section 11.1, Section 11.8, any waterfall provision or the definition of “Ratable Portion”; provided that in connection with the addition to the Facilities of a new Tranche of loans, this Section 11.1 and the definition of “Ratable Portion” may be amended with the consent of the Administrative Agent in order to provide the lenders of such new Tranche of loans or commitments with voting rights proportionate to the commitments of such new lenders;

provided, further, that

(A) [Reserved],

(B) no amendment, waiver or consent shall, unless in writing and signed by any Special Purpose Vehicle that has been granted an option pursuant to Section 11.2(g) affect the grant or nature of such option or the right or duties of such Special Purpose Vehicle hereunder,

(C) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other Loan Documents;

(D) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to each Issuer, affect the rights or duties of the Issuers, in their respective capacities as such, under this Agreement or the other Loan Documents;

(E) notwithstanding any of the foregoing, the Administrative Agent may, solely with the consent of Borrower, amend, modify or supplement this Agreement to cure any typographical error, ambiguity, omission, defect or inconsistency;

(F) no amendment, waiver or consent shall without the written consent of (x) all Lenders amend the definition of the term “Requisite Lenders,” (y) all Revolving Credit Lenders amend the definition of the term “Requisite Revolving Credit Lenders” and (z) all Term Loan Lenders amend the definition of the term “Requisite Term Loan Lenders”; provided that in connection with the addition to the Facilities of a new Tranche of loans or commitments the foregoing definitions may be amended with the consent of the Administrative Agent in order to provide Lenders of such new Tranche of loans or commitments with voting rights proportionate to the commitments of such new Lenders; and

(G) the written consent of the Requisite Revolving Credit Lenders shall be required to (i) amend or otherwise modify Section 3.2 with respect to any extension of credit under the Revolving Credit Facility, (ii) waive any representation made or deemed made in connection with any extension of credit

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under the Revolving Credit Facility, or (iii) waive or consent to any Default or Event of Default relating solely to the Revolving Loans and Revolving Credit Commitments (including Defaults and Events of Default relating to the foregoing clauses (i) and (ii)); provided, however, that the amendments, modifications, waivers and consents described in this clause (G) shall not require the consent of any Lenders other than the Requisite Revolving Credit Lenders.

Anything herein to the contrary notwithstanding, in connection with any “Requisite Lender” or “Requisite Term Loan Lender” votes, Lenders that are Affiliated Debt Funds shall not be permitted, in the aggregate, to account for more than 49.9% of the amounts includable in determining whether the “Requisite Lenders” or “Requisite Term Loan Lenders” have consented to any amendment, modification, waiver or consent or other action that is subject to such vote. The voting power of each Lender that is an Affiliated Debt Fund shall be reduced, pro rata, to the extent necessary in order to comply with the immediately preceding sentence.

Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments, modifications and waivers hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Requisite Lenders, Requisite Term Loan Lenders or Requisite Revolving Credit Lenders or all of the Lenders, as required, have approved any such amendment, modification or waiver (and the definition of “Requisite Lenders,” “Requisite Term Loan Lenders” and “Requisite Revolving Credit Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment, modification or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender.

(b) The Administrative Agent may, but shall have no obligation to, with the written concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances.

(c) Notwithstanding any provision herein to the contrary and, for the avoidance of doubt, without limiting anything set forth in Sections 2.21(b), 2.22(c) and 2.24(c), this Agreement may be amended (or amended and restated) with the written consent of the Requisite Lenders, the Administrative Agent and Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the existing Facilities and the accrued interest and fees in respect thereof, (ii) to ensure that each loan made thereunder is guaranteed and secured by the Collateral in a manner consistent with the existing Facilities, (iii) to include, as appropriate, the Lenders holding such credit facilities in any required vote or action of the Requisite Lenders or of the Lenders of each Facility hereunder and (iv) to provide class protection for any additional credit facilities in a manner consistent with those provided the original Facilities pursuant to the provisions of Section 11.1(a) as in effect on the Closing Date.

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(d) If, in connection with any proposed amendment, modification, waiver or termination requiring unanimous consent or the consent of all affected Lenders, the consent of Requisite Lenders is obtained but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 11.1 being referred to as a “Non-Consenting Lender”), then, so long as the Lender acting as the Administrative Agent is not a Non-Consenting Lender (1) at Borrower’s request, the Administrative Agent or any Eligible Assignee acceptable to the Administrative Agent and, prior to an Event of Default that is continuing, Borrower, shall have the right with the Administrative Agent’s consent and in the Administrative Agent’s sole discretion (but shall have no obligation) to direct the purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent’s request, sell and assign to the Lender acting as the Administrative Agent or such Eligible Assignee, all of the Revolving Credit Commitments and Revolving Credit Outstandings of such Non-Consenting Lender if such Non-Consenting Lender is a Revolving Credit Lender, or all of the Term Loans of such Non-Consenting Lender if such Non-Consenting Lender is a Term Loan Lender, in each case for an amount equal to the principal balance of all such Revolving Loans or Term Loans, as applicable, held by the Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale (and, upon receipt of such amount by the Non-Consenting Lender, shall be deemed to have so sold), such purchase and sale to be consummated pursuant to an executed Assignment and Assumption or (2) the Borrower may, on written notice to the Administrative Agent and the Non-Consenting Lender, so long as no Event of Default pursuant to Section 9.1(a), 9.1(b) or 9.1(f) shall have occurred and be continuing, prepay the Loans and, if applicable, terminate the Revolving Credit Commitments of such Non-Consenting Lender, in whole or in part, subject to Section 10.6, without premium or penalty. In furtherance of the foregoing clause (d)(1), each Lender hereby grants to the Administrative Agent and Borrower an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any such assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 11.1(d); provided that the Administrative Agent shall not exercise such power of attorney unless such Lender has failed to enter into any such Assignment and Assumption within 3 days following any written request from Borrower or the Administrative Agent following the occurrence of any of the circumstances set forth above in this clause (d).

(e) If any amendment, amendment and restatement or other modification of this Agreement is consummated on or prior to the first anniversary of the Closing Date and has the effect, at any time on or prior to such first anniversary (such time, the “Applicable Time”), of decreasing the Weighted Average Yield with respect to the Term Loans that would otherwise have been in effect at the Applicable Time (a “Repricing Amendment”), if such Repricing Amendment is made primarily for the purpose of reducing the Weighted Average Yield of such Term Loans, Borrower shall pay a fee, at the Applicable Time, to each Non-Consenting Lender that assigns its Term Loans pursuant to Section 11.1(d) in connection with any such Repricing Amendment in an amount equal to 1.0% of the aggregate principal amount of the affected Term Loans held by such Term Loan Lender.

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Section 11.2 Assignments and Participations.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender or Issuer may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of clauses (b) and (i) below, (ii) by way of participation in accordance with the provisions of clause (h) below or (iii) by way of a grant to a Special Purpose Vehicle or a pledge or assignment of a security interest subject to the restrictions in clause (g) below (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, express or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and permitted assigns, Participants to the extent provided in clause (h) below, Special Purpose Vehicles to the extent provided in clause (g) below and, to the extent expressly contemplated hereby, each of the Administrative Agent, the Lenders and the Issuers, their respective Affiliates and each of their respective partners, directors, officers, employees, agents, trustee, representatives, attorneys, consultants and advisors) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Each Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all or a portion of its Revolving Credit Commitment and the Revolving Loans at the time owing to it and all of its rights and obligations with respect to the Term Loans and Letters of Credit); provided that any such assignment shall be subject to the following conditions:

(i) (A) In the case of an assignment of the entire remaining amount of the Term Loans at the time owing to an assigning Lender, or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned and (B) in any case not described in clause (b)(i)(A) above, the aggregate amount of the Term Loans of the assigning Lender subject to each such assignment (determined as of the Closing Date (as defined in the Assignment and Assumption) of the Assignment and Assumption with respect to such assignment) shall not be less than $1,000,000 unless each of the Administrative Agent and, so long as no Event of Default pursuant to Section 9.1(a), 9.1(b) or 9.1(f) shall have occurred and be continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld); provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any.

(ii) (A) In the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitment and the Revolving Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender, no minimum amount need be assigned and (B) in any case not described in clause (b)(ii)(A) above, the aggregate amount of the Revolving Credit Commitment (which for this purpose includes the Revolving Credit Outstandings thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Revolving Credit Outstandings of the assigning Lender subject to each such assignment (determined as of the Closing Date (as defined in the Assignment and Assumption) of the Assignment and Assumption with respect to such assignment) shall not be less than the $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default pursuant to Section 9.1(a), 9.1(b) or 9.1(f) shall have occurred and be continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld); provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any.

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(iii) (A) If any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Outstandings and the Revolving Credit Commitment assigned and (B) if any such assignment shall be of the assigning Lender’s Term Loans, such assignment shall be made as an assignment of a proportionate part of all the assigning Lenders rights and obligations under this Agreement with respect to the Term Loans assigned. Any such assignment need not be ratable as among the Facilities.

(iv) No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) or (b)(ii)(B) above and, in addition:

(A) the consent of Borrower (such consent not to be unreasonably withheld (x) in the case of a proposed assignment of Term Loans and (y) in the case of a proposed assignment of Revolving Loans and Revolving Credit Commitments to an Approved Commercial Bank) shall be required unless (x) an Event of Default pursuant to Section 9.1(a), 9.1(b) or 9.1(f) shall have occurred and be continuing at the time of such assignment; (y) such assignment is of a Term Loan and to a Lender or an Affiliate of a Lender other than an Affiliate that is a Disqualified Institution or (z) solely in the case of Term Loans, an Approved Fund;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld) shall be required for assignments to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C) the consent of the applicable Issuer (such consent not to be unreasonably withheld in the case of a proposed assignment to an Approved Commercial Bank) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).

(c) The parties to each assignment shall execute and deliver to the Administrative Agent for its acceptance and recording, an Assignment and Assumption, together with any Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in respect of assignments made pursuant to Sections 2.17 and 11.1(d), it being understood that only one such fee shall be payable in connection with concurrent assignments to or by two or more Approved Funds), from and after the effective date specified in such Assignment and Assumption, (i) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and, if such Lender was an Issuer, of such Issuer hereunder, (ii) the Notes (if any) corresponding to the Loans assigned thereby shall be transferred to such assignee by notation in the Register and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights (except for those surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those

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relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (h) of this Section 11.2. Notwithstanding the foregoing, no assignment pursuant to clause (i) below shall be subject to the requirements of this clause (c).

(d) The Administrative Agent, acting on behalf of Borrower, shall maintain at its address referred to in Section 11.9 a copy of each Assignment and Assumption delivered to and accepted by it and shall record in the Register the names and addresses of the Lenders and Issuers, the Commitments of each Lender and the principal amount of the Loans, Letters of Credit and Reimbursement Obligations owing to each Lender and to each Issuer from time to time. Any assignment pursuant to this Section 11.2 shall not be effective until such assignment is recorded in the Register. The entries in the Register shall be prima facie evidence thereof, and the Loan Parties, the Administrative Agent and the Lenders and the Issuers may treat each Person whose name is recorded in the Register as a Lender or as an Issuer, as applicable, for all purposes of this Agreement. The Register shall be available for inspection by Borrower at any reasonable time and from time to time upon reasonable prior notice. Each Lender and Issuer may request from time to time, and the Administrative Agent shall provide, the principal amount of Loans, Letters of Credit and/or Reimbursement Obligations, as applicable, owing to such Lender or Issuer, in each case as reflected in the Register.

(e) Notwithstanding anything to the contrary contained in clause (d) above, the Loans (including the Notes evidencing such Loans) and the Letters of Credit are registered obligations and the right, title, and interest of the Lenders and their assignees in and to such Loans and the right, title, and interest of the Issuers and their assignees in and to such Letters of Credit shall be transferable only upon notation of such transfer in the Register. A Note shall only evidence the Lender’s or an assignee’s right title and interest in and to the related Loan, and in no event is any such Note to be considered a bearer instrument or obligation within the meaning of Section 163(f) of the Code. This Section 11.2 shall be construed so that the Loans and the Letters of Credit are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (or any successor provisions of the Code or such regulations). Solely for purposes of this Section 11.2 and for tax purposes only, the Administrative Agent shall act as Borrower’s non-fiduciary agent for purposes of maintaining such notations of transfer in the Register.

(f) Upon its receipt of an Assignment and Assumption executed by an assigning Lender and an assignee, the Administrative Agent shall, if such Assignment and Assumption has been completed, (i) accept such Assignment and Assumption, (ii) record or cause to be recorded the information contained therein in the Register and (iii) give prompt written notice thereof to Borrower. Within ten Business Days after its receipt of such notice, Borrower, at its own expense, shall, if requested by such assignee, execute and deliver to the Administrative Agent, new Notes payable to such assignee in an amount equal to the Commitments and Loans assumed by it pursuant to such Assignment and Assumption and, if the assigning Lender has surrendered any Note for exchange in connection with the assignment and has retained Commitments or Loans hereunder, new Notes payable to the assigning Lender in an amount equal to the Commitments retained by it hereunder. Such new Notes shall be dated the same date as the surrendered Notes and be in substantially the form of Exhibit B-1 or Exhibit B-2, as applicable.

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(g) In addition to the other assignment rights provided in this Section 11.2, each Lender may (i) grant to a Special Purpose Vehicle the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder and the exercise of such option by any such Special Purpose Vehicle and the making of Loans pursuant thereto shall satisfy (once and to the extent that such Loans are made) the obligation of such Lender to make such Loans thereunder; provided that (x) nothing herein shall constitute a commitment or an offer to commit by such a Special Purpose Vehicle to make Loans hereunder and no such Special Purpose Vehicle shall be liable for any indemnity or other Obligation (other than the making of Loans for which such Special Purpose Vehicle shall have exercised an option, and then only in accordance with the relevant option agreement) and (y) such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain responsible to the other parties for the performance of its obligations under the terms of this Agreement and shall remain the holder of the Obligations for all purposes hereunder; and (ii) assign, as collateral or otherwise, any of its rights under this Agreement (including rights to payments of principal or interest on the Loans) to (x) any Federal Reserve Bank pursuant to Regulation A of the Federal Reserve Board or any other central banking authority with jurisdiction over such Lender without notice to or consent of Borrower or the Administrative Agent, (y) to any bona fide holder of, any financial trustee for any holder of, any collateral agent for any holder of, or any other representative of holder of, obligations owed or securities issued, by such fund, as security for such obligations or securities without notice to or consent of Borrower or Administrative Agent; provided that in so acting such holder, trustee, collateral agent or other representative is acting in its normal course of business, and (z) to any Special Purpose Vehicle to which such Lender has granted an option pursuant to clause (i) above; and provided, further, that no such assignment or grant shall release such Lender from any of its obligations hereunder except as expressly provided in clause (i) above and except, in the case of a subsequent foreclosure pursuant to an assignment as collateral, if such foreclosure is made in compliance with the other provisions of this Section 11.2 other than this clause (g) or clause (h) below. The parties hereto acknowledge and agree that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any such Special Purpose Vehicle, it will not institute against, or join any other Person in instituting against, any Special Purpose Vehicle that has been granted an option pursuant to this clause (g) any bankruptcy, reorganization, insolvency or liquidation proceeding (such agreement shall survive the payment in full of the Obligations). The terms of the designation of, or assignment to, such Special Purpose Vehicle shall not restrict such Lender’s ability to, or grant such Special Purpose Vehicle the right to, consent to any amendment or waiver to this Agreement or any other Loan Document or to the departure by Borrower from any provision of this Agreement or any other Loan Document without the consent of such Special Purpose Vehicle except, as long as the Administrative Agent and the Lenders, Issuers and other Secured Parties shall continue to, and shall be entitled to continue to, deal solely and directly with such Lender in connection with such Lender’s obligations under this Agreement, to the extent any such consent would reduce the principal amount of, or the rate of interest on, any Obligations, amend this clause (g) or postpone any scheduled date of payment of such principal or interest. Each Special Purpose Vehicle shall be entitled to the benefits of (and shall have the obligations under) Sections 2.15, 2.16, 2.17 and 2.14(c) as if it were such Lender; provided that anything herein to the contrary notwithstanding, no Loan Party shall, at any time, be obligated to make under Sections 2.15, 2.16, 2.17 or 2.14(c) to any such Special Purpose Vehicle and any such Lender any payment in excess of the amount such Loan Party would have been obligated to pay to such Lender in respect of such interest if such Special Purpose Vehicle had not been assigned the rights of such Lender hereunder; provided, further, that such Special Purpose Vehicle shall have no direct right to enforce any of the terms of this Agreement against Borrower, the Administrative Agent or the other Lenders.

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(h) Each Lender may, without consent of Borrower or Administrative Agent, sell participations to any Person (other than a natural person, Disqualified Institution or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Loan Commitments, Revolving Credit Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) Borrower, the Administrative Agent, the Lenders and the Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (D) such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, (E) prior to selling any participation in any Revolving Commitments, such Lender shall have provided Borrower with not less than five Business Days’ advance notice of such sale; provided that if such Lender does not comply with the notice requirements set forth in this Section 11.2(h)(E), Borrower shall have the right to designate such Lender and/or Participant as a Disqualified Institution (it being understood that Borrower shall provide notice to the Administrative Agent of the applicable Lender and/or Participant being so designated as a Disqualified Institution promptly (and no later than five Business Days) after such designation) and (F) from time to time upon the reasonable request of Borrower, each Lender shall provide Borrower a list all of outstanding participations that such Lender has sold. The terms of such participation shall not, in any event, require the Participant’s consent (or disclosure or any request for a consent) to any amendments, waivers or other modifications of any provision of any Loan Documents, the consent to any departure by any Loan Party therefrom, or to the exercising or refraining from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce the Obligations of the Loan Parties), except if any such amendment, waiver or other modification or consent would (i) reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to such Participant under the Loan Documents, to which such Participant would otherwise be entitled under such participation, (ii) increase the amount of commitments participated to such Participant (other than an increase that is immediately followed by a substantially concurrent and equivalent (or larger) decrease), (iii) extend the scheduled final maturity of any loan owing to such Participant, or waive or postpone any scheduled date fixed for the payment or reduction of principal of any such loan or (iv) result in the release of all or substantially all of the Collateral or substantially all of the value of the Guaranty other than in accordance with Section 10.8(b). In the event of the sale of any participation by any Lender, (w) such Lender’s obligations under the Loan Documents shall remain unchanged, (x) such Lender shall remain solely responsible to the other parties for the performance of such obligations, (y) such Lender shall remain the holder of such Obligations for all purposes of this Agreement and (z) Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Borrower agrees that each Participant shall be entitled to the benefits of (and shall have the obligations under) Sections 2.14(c), 2.15, 2.16 or 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) above; provided that (A) no Loan Party shall be obligated to make any greater payment under Sections 2.14, 2.15 or 2.16 than it would have been obligated to make in the absence of any participation, unless the sale of such participation is made with the prior written consent of Borrower and

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Borrower expressly waives the benefit of this provision at the time of such participation, and (B) no Participant shall be entitled to the benefits of Section 2.16 unless such Participant complies with Section 2.16(f) and (g) and provides the forms and certificates referenced therein to the Lender that granted such participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.7 as though it were a Lender, provided such Participant agrees to be subject to Section 11.8 as though it were a Lender. Notwithstanding the foregoing, no Lender shall be permitted to sell or maintain a participation under this Agreement to or with any Disqualified Institution and any participation to a Person that is or at any time becomes a Disqualified Institution shall be null and void, except to the extent the Borrower has expressly consented to such participation in writing. Any such participation and Disqualified Institution not permitted prior to the foregoing sentence shall be subject to the provisions of Section 11.2(p), except to the extent the Borrower has otherwise expressly consented in writing. Any attempted participation which does not comply with this Section 11.2(h) shall be null and void.

(i) Any Issuer may at any time assign its rights and obligations hereunder to any other Revolving Credit Lender by an instrument in form and substance satisfactory to Borrower, the Administrative Agent, such Issuer and such Lender, subject to the provisions under Section 11.2(d) relating to notations of transfer in the Register. If any Issuer ceases to be a Lender hereunder by virtue of any assignment made pursuant to this Section 11.2(i), then, as of the effective date of such cessation, such Issuer’s obligations to Issue Letters of Credit pursuant to Section 2.4 shall terminate and such Issuer shall be an Issuer hereunder only with respect to outstanding Letters of Credit issued prior to such date.

(j) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(k) Notwithstanding anything to the contrary contained herein, but subject to the consent rights of the Administrative Agent in Section 11.2(b)(iv)(B), (x) any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Term Loans to any Parent Entity, the Borrower, any Subsidiary or an Affiliated Lender and (y) any Parent Entity, the Borrower and any Subsidiary may, from time to time, purchase or prepay Term Loans, in each case, on a non-pro rata basis through (1) Dutch auction procedures open to all applicable Lenders on a pro rata basis in accordance with customary procedures to be agreed between the Borrower and the Administrative Agent (or other applicable agent managing such auction); provided that (A) any such Dutch auction by the Borrower or its Subsidiaries shall be made in accordance with Section 2.8(c), (B) any such Dutch auction by any Parent Entity shall be made on terms substantially similar to Section 2.8(c) or on other terms to be agreed between such Parent Entity and the Administrative Agent (or other applicable agent managing such auction) and (C) no Revolving Loans shall be used to fund any such purchase or (2) open market purchases; provided further that:

(i) no Revolving Loans shall be used to fund any such purchase;

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(ii) in the case of Dutch auctions only, no Event of Default under Section 9.1(a), 9.1(b) or 9.1(f) shall have occurred and be continuing or would result therefrom; and

(iii) all Term Loans purchased pursuant to this Section 11.2(k) shall be immediately and automatically permanently cancelled.

(l) (i) Notwithstanding anything to the contrary in this Agreement, with respect to any assignment to or by an Affiliated Lender:

(A) such Affiliated Lender that is not an Affiliated Debt Fund and such other Lender shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit J hereto (an “Affiliated Lender Assignment and Assumption”);

(B) [Reserved];

(C) at the time of such assignment after giving effect to such assignment, the aggregate principal amount of all Revolving Credit Commitments (including Incremental Revolving Credit Commitments) held by Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25% of the aggregate principal amount of all Revolving Credit Commitments (including Incremental Revolving Credit Commitments) outstanding under this Agreement;

(D) at the time of such assignment after giving effect to such assignment, the aggregate principal amount of all Term Loans (including Incremental Term Loans) held by Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25% of the aggregate principal amount of all Term Loans (including Incremental Term Loans) outstanding under this Agreement; and

(E) any such Term Loans acquired by an Affiliated Lender may, with the consent of Borrower, be contributed to Borrower, whether through a Parent Entity or otherwise, and exchanged for debt or equity securities of Borrower or such Parent Entity that are otherwise permitted to be issued at such time pursuant to the terms of this Agreement, so long as any Term Loans so acquired by Borrower shall be retired and cancelled promptly upon the acquisition thereof.

(ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender that is not an Affiliated Debt Fund shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not invited, (B) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to Borrower or its representatives or (C) receive advice of counsel to the Administrative Agent or any other Lender or challenge their attorney client privilege.

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(iii) Notwithstanding anything in Section 11.1 or the definition of “Requisite Lenders” to the contrary, for purposes of determining whether the Requisite Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment or waiver of any provision of this Agreement or any other Loan Document or any departure by any Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document, or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender that is not an Affiliated Debt Fund shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not such Affiliated Lenders; provided that no amendment, modification, waiver, consent or other action with respect to any Loan Document shall deprive such Affiliated Lender of its Ratable Portion of any payments to which such Affiliated Lender is entitled under the Loan Documents without such Affiliated Lender providing its consent; provided, further, that such Affiliated Lender shall have the right to approve any amendment, modification, waiver or consent that (x) disproportionately and adversely affects such Affiliated Lender in its capacity as a Lender, (y) is of the type described in Section 11.1(a)(i) through (x) of this Agreement to the extent that such Affiliated Lender in its capacity as a Lender is directly and adversely affected thereby or (z) would otherwise require the consent of all Lenders or each Lender directly and adversely affected thereby. In furtherance of the foregoing, (x) the Affiliated Lender agrees to execute and deliver to the Administrative Agent any instrument reasonably requested by the Administrative Agent to evidence the voting of its interest as a Lender in accordance with the provisions of this Section 11.2(l)(iii); provided that if the Affiliated Lender fails to promptly execute such instrument such failure shall in no way prejudice any of the Administrative Agent’s rights under this paragraph and (y) the Administrative Agent is hereby appointed (such appointment being coupled with an interest) by such Affiliated Lender as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this Section 11.2(l)(iii).

(iv) Each Affiliated Lender that is not an Affiliated Debt Fund, solely in its capacity as a Term Loan Lender, hereby agrees, and each Affiliated Lender Assignment Agreement shall provide a confirmation that, if any Agilon Restricted Entity shall be subject to any voluntary or involuntary bankruptcy, reorganization, insolvency or liquidation proceeding (“Bankruptcy Proceedings”), such Affiliated Lender shall not take any step or action in such Bankruptcy Proceeding to object to, impede, or delay the exercise of any right or the taking of any action by the Administrative Agent (or the taking of any action by a third party that is supported by the Administrative Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (including, without limitation, objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise, or plan of reorganization) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Loan Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.2(l)(iv), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Agilon Restricted Entity has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to such Agilon Restricted Entity.

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(m) Notwithstanding anything to the contrary in this Agreement, Section 11.1 or the definition of “Requisite Lenders,” for purposes of determining whether the Requisite Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any other Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Term Loans held by Affiliated Debt Funds may not account for more than 49.9% of the Term Loans of consenting Lenders included in determining whether the Requisite Lenders have consented to any action pursuant to Section 11.1.

(n) Notwithstanding anything in this Agreement to the contrary, no assignee, which as of the date of any assignment to it pursuant to this Section 11.2 would be entitled to any payment under Sections 2.14, 2.15, 2.16 or 11.3 in an amount greater than the assigning Lender would have been entitled to as of such date under such Sections with respect to the rights assigned, shall be entitled to such greater payments unless the assignment was made after an Event of Default under Section 9.1(a) or 9.1(f)(ii) has occurred and is continuing or Borrower has expressly consented in writing to waive the benefit of this provision at the time of such assignment.

(o) Notwithstanding anything to the contrary contained in this Agreement, assignments deemed to occur pursuant to Section 11.25 shall be permitted.

(p) (i) Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, if any Lender or Participant at any time is or becomes a Disqualified Institution, then for so long as such Lender or Participant shall be a Disqualified Institution, the provisions of this Section 11.2(p) shall apply with respect to such Disqualified Institution unless the Borrower shall have otherwise expressly consented in writing in its sole discretion (and regardless of whether the Borrower shall have consented to any assignment or participation to such Lender or Participant).

(ii) Any Disqualified Institution shall be bound by the provisions of, but shall not have any rights or remedies or be a beneficiary (whether as a Lender, a Participant or otherwise) under or with respect to, this Agreement or any other Loan Document. Without limiting the foregoing, a Disqualified Institution (1) shall not be entitled to and shall have no right to receive any payment in respect of principal (other than with respect to payments of principal on the final maturity date for the applicable Tranche), interest, fees, costs, expenses or any other amount under or in respect of any Loan Document, including but not limited to pursuant to Sections 2.4, 2.8, 2.9, 2.10, 2.12, 10.6, 11.2(h), 11.3 or 11.7 of this Agreement or any similar provision of any other Loan Document, and (2) shall be deemed not to be a Secured Party under or in respect of any Loan Document. No fees or interest shall accrue for the account of a Disqualified Institution (except solely for interest payable to a permitted assignee thereof following an assignment to such assignee (1) pursuant to and as expressly provided in Section 11.2(b) and (2) pursuant to and as expressly provided in Section 11.2(p)(iv) below).

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(iii) No Disqualified Institution shall have any right to approve, disapprove or consent to any amendment, supplement, waiver or modification of this Agreement or any other Loan Document or any term hereof or thereof. In determining whether the requisite Lender or Lenders have consented to any such amendment, supplement, waiver or modification, and in determining the Requisite Lenders or Requisite Revolving Credit Lenders for any purpose under or in respect of any Loan Document, any Lender that is a Disqualified Institution (and the Loans, Commitments and/or interests in Letter of Credit Obligations of such Disqualified Institution) shall be excluded and disregarded. Each such amendment, supplement, waiver or modification shall be binding and effective as to each Disqualified Institution.

(iv) The Borrower shall have the right (A) at the sole expense of any Lender that is a Disqualified Institution and/or the Person that assigned its Commitments and/or Loans to such Disqualified Institution, to seek to replace or terminate such Disqualified Institution as a Lender by causing such Lender to (and such Lender shall be obligated to) assign any or all of its Commitments and/or Loans and its rights and obligations under this Agreement to one or more assignees (which may, at the Borrower’s sole option, be or include any Parent Entity, the Borrower or any Subsidiary); provided that (1) the Administrative Agent shall not have any obligation to the Borrower to find such a replacement Lender, (2) the Borrower shall not have any obligation to such Disqualified Institution or any other Person to find such a replacement Lender or accept or consent to any such assignment to itself or any other Person and (3) the assignee (or, at its option, the Borrower) shall pay to such Disqualified Institution concurrently with such assignment an amount (which payment shall be deemed payment in full) equal to the lesser of (x) the face principal amount of the Loans so assigned, (y) the amount that such Disqualified Institution paid to acquire such Commitments and/or Loans, and (z) the most recently available quoted price for such Commitments and/or Loans (as determined by the Borrower in good faith, which determination shall be conclusive, the “Trading Price”), in each case without interest thereon (it being understood that if the effective date of such assignment is not an interest payment date, such assignee shall be entitled to receive on the next succeeding interest payment date interest on the principal amount of the Loans so assigned that has accrued and is unpaid from the interest payment date last preceding such effective date (except as may be otherwise agreed between such assignee and the Borrower)), or (B) to prepay any Loans held by such Disqualified Institution, in whole or in part, by paying an amount (which payment shall be deemed payment in full) equal to the lesser of (x) the face principal amount of the Loans so prepaid, (y) the amount that such Disqualified Institution paid to acquire such Loans, and (z) the Trading Price for such Loans (in each case without interest thereon), and if applicable, terminate the Commitments of such Disqualified Institution, in whole or in part. In connection with any such replacement, (1) if the Disqualified Institution does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary or appropriate (in the good faith determination of the Administrative Agent or the Borrower, which determination shall be conclusive) to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (b) the date as of which the Disqualified Institution shall be paid by the assignee Lender (or, at its option, the Borrower) the amount required pursuant to this Section 11.2(p)(iv)(B), then such Disqualified Institution shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such

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date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Disqualified Institution, and the Administrative Agent shall record such assignment in the Register, (2) each Lender (whether or not then a party hereto) agrees to disclose to the Borrower the amount that the applicable Disqualified Institution paid to acquire Commitments and/or Loans from such Lender and (3) each Lender that is a Disqualified Institution agrees to disclose to the Borrower the amount it paid to acquire the Commitments and/or Loans held by it.

(v) No Disqualified Institution (whether as a Lender, a Participant or otherwise) shall have any right to (A) receive any information or material made available to any Lender or the Administrative Agent hereunder or under any other Loan Document, (B) have access to any Internet or intranet website to which any of the Lenders and the Administrative Agent have access (whether a commercial, third-party or other website or whether sponsored by the Administrative Agent, the Borrower or otherwise), (C) attend (including by telephone) or otherwise participate in any meeting or discussions (or portions thereof) among or with the Borrower, the Administrative Agent and/or one or more Lenders, (D) receive any information or material prepared by the Borrower, the Administrative Agent and/or one or more Lenders or (E) receive advice of counsel to the Administrative Agent or any other Lender or challenge their attorney client privilege. Any Disqualified Institution shall not solicit or seek to obtain any such information or material. If at any time any Disqualified Institution receives or possesses any such information or material, such Disqualified Institution shall (1) notify the Borrower as soon as possible that such information or material has become known to it or came into its possession, (2) immediately return to the Borrower or, at the option of the Borrower, destroy (and confirm to the Borrower such destruction) such information or material, together with any notes, analyses, compilations, forecasts, studies or other documents related thereto which it or its advisors prepared and (3) keep such information or material confidential and shall not utilize such information or material for any purpose. Each Lender (whether or not then a party hereto) agrees to notify the Borrower as soon as possible if it becomes aware that (x) it made an assignment to or has a participation with a Disqualified Institution or (y) any such Disqualified Institution has received any such information of materials.

(vi) The rights and remedies of the Borrower provided herein are cumulative and are not exclusive of any other rights and remedies provided to the Borrower at law or in equity, and the Borrower shall be entitled to pursue any remedy available to it against any Lender that has (or has purported to have) made an assignment or sold or maintained a participation to or with a Disqualified Institution or against any Disqualified Institution. In no event shall the Administrative Agent be (x) obligated to ascertain, monitor or inquire as to whether any Person is a Disqualified Institution or (y) have any liability with respect to or arising out of an assignment or participation of Loans, or disclosure of confidential information, to, or, the restrictions on any exercise of rights or remedies, of, any Disqualified Institution; provided that, unless the Borrower has consented to an assignment to an applicable Disqualified Institution, this sentence shall not relieve the Administrative Agent of any liability arising from the bad faith, gross negligence or willful misconduct of the Administrative Agent (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment). Notwithstanding the foregoing, the Administrative Agent may, upon request from any Lender, inform such Lender whether any potential assignee or participant is included on the list of Disqualified Institutions.

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Section 11.3 Costs and Expenses.

(a) Borrower agrees promptly following demand therefor, to pay or cause to be paid, or reimburse, or cause to be reimbursed, the Administrative Agent and the Joint Lead Arrangers for, all of the reasonable internal and external audit, legal, appraisal, valuation, filing, document duplication and reproduction and investigation expenses and for all other reasonable out-of-pocket costs and expenses of every type and nature of such Person (including, without limitation, the reasonable fees, expenses and disbursements of (i) the Administrative Agent’s counsel, Simpson Thacher & Bartlett LLP, in its capacity as counsel with respect to the Facilities, and (ii) (A) those local legal counsel, conflicts counsel, auditors, accountants, appraisers, printers, insurance and environmental advisors, and other consultants and agents retained by the Administrative Agent prior to the Closing Date, (B) with Borrower’s consent (such consent not to be unreasonably withheld) (1) local counsel in any appropriate jurisdiction and (2) in the case of an actual or perceived conflict of interest, a single conflicts counsel for each affected Person and (C) such other local legal counsel (limited to one firm of counsel for the Administrative Agent, Lenders and Joint Lead Arrangers), auditors, accountants, appraisers, printers, insurance and environmental advisors, and other consultants and agents as may be retained by the Administrative Agent after the Closing Date with prior consent of Borrower (but excluding all Taxes, fees and similar charges)) incurred by the Administrative Agent before, on or after the Closing Date in connection with any of the following: (i) the preparation, negotiation, execution or interpretation of this Agreement (including, without limitation, the satisfaction or attempted satisfaction of any condition set forth in Article III), any Loan Document or any proposal letter or commitment letter issued in connection therewith, or the making of the Loans hereunder, (ii) the creation, perfection or protection of the Liens under any Loan Document (including any reasonable fees, disbursements and expenses for local counsel in various jurisdictions), (iii) the ongoing administration of this Agreement and the Loans, including consultation with attorneys in connection therewith and with respect to the Administrative Agent’s rights and responsibilities hereunder and under the other Loan Documents, (iv) the protection, collection or enforcement of any Secured Obligation or the enforcement of any Loan Document, (v) the commencement, defense or intervention in any court proceeding relating in any way to the Secured Obligations, any Loan Party, any other Agilon Entity, this Agreement or any other Loan Document, (vi) the response to, and preparation for, any subpoena or request for document production with which the Administrative Agent is served or deposition or other proceeding in which the Administrative Agent is called to testify, in each case, relating in any way to the Secured Obligations, any Loan Party, any Agilon Entity, this Agreement or any other Loan Document or (vii) any amendment, consent, waiver, assignment, restatement, or supplement to any Loan Document or the preparation, negotiation, and execution of the same.

(b) Borrower further agrees to pay or reimburse the Administrative Agent and each of the Joint Lead Arrangers and Issuers upon demand for all out-of-pocket costs and expenses (including allocated costs of internal counsel and costs of settlement), including, without limitation, reasonable fees of counsel to the Administrative Agent (limited to one firm of counsel for the Administrative Agent and, if necessary one firm of local counsel in each appropriate jurisdiction in each case for the Administrative Agent), incurred by the Administrative Agent, such Lenders or Issuers, in each case, in connection with any of the following: (i) in enforcing any Loan Document or Secured Obligation or any security therefor or

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exercising or enforcing any other right or remedy available by reason of an Event of Default, (ii) in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Secured Obligations, any Agilon Entity and related to or arising out of the transactions contemplated hereby or by any other Loan Document or (iv) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clause (i), (ii) or (iii) above.

(c) The agreements in this Section 11.3 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Section 11.4 Indemnities.

(a) Borrower agrees to indemnify and hold harmless the Administrative Agent, the Other Representatives, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representatives, trustees, attorneys, consultants, members and advisors of or to any of the foregoing (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature, including reasonable and documented fees, disbursements and expenses of financial and legal advisors to any such Indemnitee that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of or relating to any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state, provincial or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any agreement among Lenders and the Administrative Agent entered into in connection with this Agreement or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Borrower or of any Restricted Subsidiary or any of the property of Borrower of any Restricted Subsidiary or in connection with any investigation of any potential matter covered hereby (regardless of whether such claim, litigation, investigation or proceeding is brought by Borrower, Borrower’s equity holders or creditors, an Indemnitee or any other Person or entity, and whether any Indemnitee is party thereto) (in the case of fees and disbursements of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the event of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel in each appropriate jurisdiction for such affected Indemnitee) (collectively, the “Indemnified Matters”); provided that Borrower shall not have any obligation under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter relating to Taxes, fees and similar charges or caused by or resulting from (i) the gross negligence, bad faith or willful misconduct of that Indemnitee (or any Related Party of such Indemnitee), as determined by a court of competent jurisdiction in a final non-appealable judgment, (ii) a material breach of the Loan Documents by such Indemnitee (or any Related Party of such Indemnitee), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable judgment or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve any Joint Lead Arranger or the Administrative Agent in its capacity as such and claims arising out of or in connection with or by reason of any act or omission of any Loan Party or any of its Affiliates.

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(b) Borrower shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.

(c) Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceeding and Borrower, in any event, may participate in the defense thereof with legal counsel of such Borrower’s choice. In the event that such Indemnitee requests Borrower to defend against such investigation, litigation or proceeding, such Borrower shall promptly do so and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding, shall vitiate or in any way impair Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.

(d) The agreements in this Section 11.4 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Section 11.5 [Reserved].

Section 11.6 Limitation of Liability. Borrower agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Loan Party or any of their respective Subsidiaries or any of their respective equity holders or creditors for or in connection with the transactions contemplated hereby and in the other Loan Documents, except for direct damages (as opposed to special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings)) determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. Each of Holdings and Borrower hereby waives, releases and agrees (each for itself and on behalf of its Subsidiaries) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 11.7 Right of Set-off. Upon the occurrence and during the continuance of any Event of Default each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or its Affiliates to or for the credit or the account of Borrower against any and all of the Secured Obligations now or hereafter existing whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and even though such Secured Obligations may be unmatured. Each Lender agrees promptly to notify such Borrower in writing after any such set-off and application made by such Lender or its Affiliates; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 11.7 are in addition to the other rights and remedies (including other rights of set-off) that such Lender may have.

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Section 11.8 Sharing of Payments, Etc.

(a) Except as otherwise provided in any Loan Document or in any other written agreement among the Lenders and the Administrative Agent, if any Lender shall at any time obtain any payment of the Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.4 (other than payments permitted pursuant to Section 2.8(b), Section 2.8(c), Section 2.9(c), Section 2.14, Section 2.15, Section 2.16, Section 2.17, Section 2.20(c), Section 2.23, Section 11.1(d) or Section 11.4) or Section 11.6 or receives any Collateral in respect thereof (in either case, whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) in excess of its Ratable Portion of all payments of such Obligations obtained by all the Lenders of a Borrowing, such Lender (a “Purchasing Lender”) shall forthwith purchase from the other Lenders (each, a “Selling Lender”) participating in such Borrowing such participations in their Loans or other Obligations as shall be necessary to cause such Purchasing Lender to share the excess payment ratably with each of them.

(b) If all or any portion of any payment received by a Purchasing Lender is thereafter recovered from such Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender’s ratable share (according to the proportion of (i) the amount of such Selling Lender’s required repayment in relation to (ii) the total amount so recovered from the Purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered.

(c) Borrower agrees that any Purchasing Lender so purchasing a participation from a Selling Lender pursuant to this Section 11.8 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

Section 11.9 Notices, Etc. All notices, demands, requests and other communications provided for in this Agreement shall be given in writing, or by any telecommunication device capable of creating a written record (including electronic mail), and addressed to the party to be notified as follows:

(a) if to any Loan Party:

agilon health, inc.

Kenny Bellendir

1 World Trade Center, Suite 2000

Long Beach, CA 90831

Main Telephone: (562) 256-3800

with a copy (which copy shall not constitute notice) to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention: Scott Selinger

Telecopy no.: (212) 909-6191

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(b) if to any Lender, at its Lending Office specified opposite its name on Schedule II or on the signature page of any applicable Assignment and Assumption;

(c) if to any Issuer, at the address set forth under its name on Schedule II; and

(d) if to JPMorgan, as Administrative Agent, at its Lending Office specified opposite its name on Schedule II, or at such other address as shall be notified in writing (x) in the case of Borrower and the Administrative Agent, to the other parties and (y) in the case of all other parties, to Borrower and the Administrative Agent. All such notices and communications shall be effective upon personal delivery (if delivered by hand, including any overnight courier service), when deposited in the mails (if sent by mail), or when properly transmitted (if sent by a telecommunications device or through the Internet); provided that notices and communications to the Administrative Agent pursuant to Article II or X shall not be effective until received by the Administrative Agent.

(e) Notwithstanding clause (a) through (d) above (unless the Administrative Agent requests that the provisions of clause (a) through (d) above be followed) and any other provision in this Agreement or any other Loan Document providing for the delivery of any Approved Electronic Communication by any other means the Loan Parties shall deliver all Approved Electronic Communications to the Administrative Agent by properly transmitting such Approved Electronic Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to sheila.lee@db.com and marykay.coyle@db.com or such other electronic mail address (or similar means of electronic delivery) as the Administrative Agent may notify Borrower. Nothing in this clause (e) shall prejudice the right of the Administrative Agent or any Lender or Issuer to deliver any Approved Electronic Communication to any Loan Party in any manner authorized in this Agreement or to request that Borrower effect delivery in such manner.

Section 11.10 No Waiver; Remedies. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11.11 [Reserved].

Section 11.12 Governing Law. This Agreement and any Letter of Credit and the rights and obligations of the parties hereto and thereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction.

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Section 11.13 Submission to Jurisdiction; Service of Process.

(a) Subject to clauses (b) and (c) below, any legal action or proceeding with respect to this Agreement or any other Loan Document shall be brought in the courts of the State of New York sitting in the County of New York (the “New York Supreme Court”) or of the District Court for the Southern District of New York (the “New York Federal Court,” and together with the New York Supreme Court, the “New York Courts”), and appellate courts from either of them and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the New York Courts; provided that nothing herein shall be deemed or operate to preclude (i) the Administrative Agent or Collateral Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral (in which case any party shall be entitled to assert any claim or defense, including any claim or defense that this Section 11.13 would otherwise require to be asserted in a legal action or proceeding in a New York Court), or to enforce a judgment or other court order in favor of the Administrative Agent or Collateral Agent, as applicable, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New York Courts decline jurisdiction over any Person or decline (or, in the case of the New York Federal Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Section 11.13(a) would otherwise require to be asserted in a legal proceeding in a New York Court) in any such action or proceeding. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

(b) Each party hereto hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Agreement or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such other party at its respective address specified in Section 11.9. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Nothing contained in this Section 11.13 shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against Holdings, Borrower or any other Loan Party in any other jurisdiction, in connection with the exercise of any rights under any Collateral Document or the enforcement of any judgment.

Section 11.14 Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Section 11.15 Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of Holdings, Borrower or any other party or against or in payment of any or all of the Secured Obligations. To the extent that Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff

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or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, right and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Section 11.16 Section Titles. The Section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

Section 11.17 Effectiveness; Execution in Counterparts. This Agreement shall become effective when it shall have been executed by Holdings, Borrower and the Administrative Agent and when the Administrative Agent shall have been notified by each Lender and Issuer that such Lender or Issuer has executed it. This Agreement and the other Loan Documents may be executed in any number of counterparts (including by facsimile or other electronic means (i.e., a “pdf” or “tiff”)) and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The effectiveness of any such documents and signatures (including electronic signatures) shall, subject to applicable law, have the same force and effect as manually signed originals and shall be binding on each Loan Party, the Administrative Agent and each Lender. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart hereof by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart hereof.

Section 11.18 [Reserved].

Section 11.19 [Reserved].

Section 11.20 Entire Agreement. This Agreement, all of the other Loan Documents and all certificates and documents delivered hereunder or thereunder, embodies the entire agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. Delivery of an executed signature page of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all parties shall be lodged with Borrower and the Administrative Agent.

Section 11.21 Confidentiality.

(a) Neither the Lenders, the Issuers, the Other Representatives nor the Administrative Agent may disclose to any Person any confidential, proprietary or non-public information of any Agilon Entity either furnished to the Lenders, the Issuers or the Administrative Agent by any Agilon Entity (such information being referred to collectively herein as the “Borrower Information”), except that each of the Lenders, the Issuers, the Other Representatives and the Administrative Agent may disclose Borrower Information (i) to its and its Affiliates and their respective employees, officers, directors, agents and advisors that are or are expected to be involved in the evaluation of such information in connection with the transactions contemplated by this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Borrower Information and instructed to keep such Borrower Information confidential on substantially the same terms as provided herein),

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(ii) to the extent requested by bank regulators, auditors or rating agencies, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) if reasonably necessary in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 11.21, to any pledgee referred to in Section 11.2(g)(ii) or any assignee of or participant in, or any prospective assignee of or participant in, or any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to any of its rights or obligations under this Agreement (in each case, other than a Disqualified Institution and any debt fund affiliate of any fund that controls, directly or indirectly, a competitor of Borrower or any of its Subsidiaries or any Affiliate of such competitor), (vii) to the extent such Borrower Information (A) is or becomes generally available to the public on a non-confidential basis other than as a result of a breach of this Section 11.21, by the Administrative Agent, such Joint Lead Arranger or such Lender or such Issuer or such Other Representative, or (B) is or becomes available to such Agent or such Lender or such Issuer on a non-confidential basis from a source other than an Agilon Entity or another party to this Agreement and (viii) with the prior written consent of Holdings or Borrower. No Agilon Entity may disclose to any Person the amount or terms of any fees payable to any of the Administrative Agent or any Lender or any Issuer (such information being collectively referred to herein as the “Facility Information”), except that any Agilon Entity may disclose the Facility Information (i) to CD&R, to its own Affiliates and Affiliates of CD&R, and to its, CD&R’s and its, respective Affiliates’ employees, officers, directors, agents and advisors who have a need to know the Facility Information in connection with this Agreement and the transactions contemplated hereby or (ii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, or if reasonably necessary in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder. Notwithstanding any other provision in this Agreement, all parties hereto hereby agree that each party (and each of their respective employees, representatives and agents and each of the officers, directors, employees, accountants, attorneys and other advisors of any of them) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Facilities and the transactions contemplated hereby and all materials of any kind (including opinions and other tax analyses) that are provided to any of them relating to such tax treatment and tax structure. Notwithstanding any other provision of this Agreement, any other Loan Document or any Assignment and Assumption, the provisions of this Section 11.21 shall survive with respect to the Administrative Agent, each Other Representative and each Lender until the second anniversary of such Administrative Agent, Other Representative or Lender ceasing to be an Administrative Agent, Other Representative or a Lender, respectively.

(b) Each Lender acknowledges that any such information referred to in Section 11.21(a), and any information (including requests for waivers and amendments) furnished by Borrower or the Administrative Agent pursuant to or in connection with this Agreement and the other Loan Documents, may include material non-public information concerning Borrower, the other Loan Parties and their respective Affiliates or their respective securities.

Section 11.22 Patriot Act Notice. Each Lender subject to the Patriot Act hereby notifies Borrower that, pursuant to Section 326 of the Patriot Act and the CDD Rule, it is required to obtain, verify and record information that identifies Borrower, including the name and address of Borrower and other information that will allow such Lender to identify Borrower in accordance with the Patriot Act and the CDD Rule, and the Borrower agrees to provide such information from time to time to any Lender.

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Section 11.23 No Fiduciary Duty. The Administrative Agent and the Joint Lead Arrangers, each Lender and their affiliates (collectively, solely for purposes of this paragraph, the “Financing Parties”), may have economic interests that conflict with those of Borrower, its stockholders and/or its affiliates. Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Financing Party, on the one hand, and Borrower, its stockholders or affiliates, on the other. Holdings and Borrower each acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Financing Parties, on the one hand, and Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Financing Party has assumed an advisory or fiduciary responsibility in favor of Borrower, its stockholders or affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Financing Party has advised, is currently advising or will advise Borrower, its stockholders or its affiliates on other matters) or any other obligation to Borrower except the obligations expressly set forth in the Loan Documents and (y) each Financing Party is acting solely as principal and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Each of Holdings and Borrower acknowledges and agrees that Holdings and Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of Holdings and Borrower agree that it will not claim that any Financing Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Holdings or Borrower, in connection with such transaction or the process leading thereto.

Section 11.24 Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 11.25 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary herein or in any other Loan Document, Borrower, each Lender, and the Administrative Agent (each of Borrower, the Lenders and the Administrative Agent, an “Acknowledging Party”) acknowledges that any liability of any Lender that is an Affected Financial Institution arising hereunder or under any other Loan Document, to the extent such liability is unsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”) may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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(a) the application of any Write-Down and Conversion Powers to any Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-in Action on any Covered Liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such Covered Liability;

(ii) a conversion of all, or a portion of, such Covered Liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such Covered Liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such Covered Liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Notwithstanding anything to the contrary herein, nothing contained in this Section 11.25 shall modify or otherwise alter the rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth in this Section 11.25) or with respect to any liability that is not a Covered Liability.

Section 11.26 Recognition of U.S. Special Resolution Regime. In the event that any Lender that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Lender of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Lender that is a Covered Entity or a BHC Act Affiliate of such Lender becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Lender are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

agilon health, inc., as Borrower
By:	/s/ Kenneth Bellendir
Name:	Kenneth Bellendir
Title:	Vice President and Secretary
Agilon Health Intermediate Holdings, Inc., as Holdings
By:	/s/ Kenneth Bellendir
Name:	Kenneth Bellendir
Title:	Vice President and Secretary

[Signature Page to Credit Agreement]

JPMorgan Chase Bank, N.A., as the Administrative Agent, a Joint Lead Arranger, a Lender and an Issuer
By:	/s/ Dawn Lee Lum
Name:	Dawn Lee Lum
Title:	Executive Director

[Signature Page to Credit Agreement]

Bank of America, N.A., as a Joint Lead Arranger, a Lender and an Issuer
By:	/s/ Joseph L. Corah
Name:	Joseph L. Corah
Title:	Director

[Signature Page to Credit Agreement]

Wells Fargo Securities, LLC, as a Joint Lead Arranger
By:	/s/ Puneet Chandhok
Name:	Puneet Chandhok
Title:	Managing Director
Wells Fargo Bank, National Association, as a Lender and an Issuer
By:	/s/ Jordan Harris
Name:	Jordan Harris
Title:	Managing Director

[Signature Page to Credit Agreement]

Deutsche Bank Securities Inc., as a Joint Lead Arranger
By:	/s/ William Frauen
Name:	William Frauen
Title:	Managing Director
By:	/s/ Joseph Pandolfo
Name:	Joseph Pandolfo
Title:	Director
Deutsche Bank AG New York Branch, as a Lender and an Issuer
By:	/s/ Michael Strobel
Name:	Michael Strobel
Title:	Vice President michael-p.strobel@db.com Tel: 212-250-0939
By:	/s/ Yumi Okabe
Name:	Yumi Okabe
Title:	Vice President Email: yumi.okabe@db.com Tel: (212) 250-2966

[Signature Page to Credit Agreement]

Nomura Securities International, Inc., as a Joint Lead Arranger
By:	/s/ Garrett P. Carpenter
Name:	Garrett P. Carpenter
Title:	Managing Director
Nomura Corporate Funding Americas, LLC, as a Lender and an Issuer
By:	/s/ Garrett P. Carpenter
Name:	Garrett P. Carpenter
Title:	Managing Director

[Signature Page to Credit Agreement]

EX-10.1.1

Exhibit 10.1.1

EXECUTION VERSION

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 1, 2021 (this “First Amendment”), to the Credit Agreement referred to below, between agilon health, inc., a Delaware corporation (the “Borrower”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).

RECITALS

WHEREAS, the Borrower, Agilon Health Intermediate Holdings, Inc., a Delaware corporation, the Administrative Agent, the Lenders from time to time party thereto and the Issuers are parties to a Credit Agreement dated as of February 18, 2021 (the “Credit Agreement”); and

WHEREAS, the Borrower and the Administrative Agent desire to amend the Credit Agreement as set forth in Section 2 of this First Amendment.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the Credit Agreement, and the Credit Agreement is hereby amended as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

SECTION 2. Amendment of the Credit Agreement.

(a) The definition of “Applicable Margin” in the Credit Agreement shall hereby be amended to add the double-underlined text (indicated in the same manner as the following example: double-underlined text) as follows:

“Applicable Margin” means with respect to (i) Initial Revolving Loans maintained as Base Rate Loans, during the period from the Closing Date to but excluding October 1, 2023, a rate equal to 3.00% per annum, (ii) Initial Revolving Loans maintained as LIBO Rate Loans, during the period from the Closing Date to but excluding October 1, 2023, a rate equal to 4.00% per annum, (iii) Initial Term Loans maintained as Base Rate Loans, during the period from the Closing Date to but excluding October 1, 2023, a rate equal to 3.00% per annum, (iv) Initial Term Loans maintained as LIBO Rate Loans, during the period from the Closing Date to but excluding October 1, 2023, a rate equal to 4.00% per annum, (v) Initial Revolving Loans maintained as Base Rate Loans, as of any date of determination on and following October 1, 2023, a rate equal to 2.50% per annum, (vi) Initial Revolving Loans maintained as LIBO Rate Loans,

as of any date of determination on and following October 1, 2023, a rate equal to 3.50% per annum, (vii) Initial Term Loans maintained as Base Rate Loans, as of any date of determination on and following October 1, 2023, a rate equal to 2.50% per annum, and (viii) Initial Term Loans maintained as LIBO Rate Loans, as of any date of determination on and following October 1, 2023, a rate equal to 3.50% per annum.

(b) The reference to “Fiscal Quarter ending December 31, 2024 and until (and including) the Fiscal Quarter ending September 30, 2024” in the table in Section 5.1 of the Credit Agreement shall hereby be amended in its entirety to read “Fiscal Quarter ending December 31, 2024 and until (and including) the Fiscal Quarter ending September 30, 2025”.

SECTION 3. Representations and Warranties. In order to induce the Administrative Agent to enter into this First Amendment, the Borrower hereby represents and warrants to the Administrative Agent on and as of the date hereof that:

(a) The execution, delivery and performance by the Borrower of this First Amendment and the consummation of the transactions contemplated hereby:

(i) is within the Borrower’s corporate powers;

(ii) have been duly authorized by all necessary corporate action, including the consent of shareholders where required;

(iii) do not and will not (A) contravene the Borrower’s or any of its Restricted Subsidiaries’ respective Constituent Documents in any respect that would reasonably be expected to have a Material Adverse Effect, (B) violate any other Requirement of Law applicable to the Borrower (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to the Borrower in any respect that would reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any material Contractual Obligation of the Borrower or any of its Restricted Subsidiaries in any respect that would reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Borrower or any of its Restricted Subsidiaries, other than those in favor of, or collaterally assigned to, the Secured Parties, as the case may be, pursuant to the Collateral Documents; and

(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than (A) those that have been or will be, prior to the date hereof, obtained or made, and each of which on the date hereof will be in full force and effect,

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(B) with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents and (C) those the failure of which to obtain could not reasonably be expected to result in a Material Adverse Effect.

(b) This First Amendment has been duly executed and delivered by the Borrower. This First Amendment is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms subject only to applicable laws relating to (i) bankruptcy, insolvency, reorganization, moratorium or creditors’ rights generally and (ii) general equitable principles including the discretion that a court may exercise in the granting of equitable remedies.

(c) The representations and warranties set forth in Article IV of the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date.

(d) No Default or Event of Default has occurred or is continuing.

SECTION 4. Effects on Loan Documents.

(a) Except as specifically amended herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b) The execution, delivery and effectiveness of this First Amendment shall not operate as a waiver of any right, power or remedy of any Lender, any Issuer, the Administrative Agent or the Collateral Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Administrative Agent, the Collateral Agent, the Issuers or the Lenders under the Loan Documents.

(c) The Borrower and the other parties hereto acknowledge and agree that, on and after the date hereof, this First Amendment shall constitute a Loan Document for all purposes of Credit Agreement, as amended hereby (the “Amended Credit Agreement”). After the date hereof, any reference in any Loan Document to the Credit Agreement shall mean the Amended Credit Agreement.

SECTION 5. Costs and Expenses. The Borrower hereby reconfirms its obligations pursuant to Section 11.3 of the Credit Agreement to pay and reimburse the Administrative Agent for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) incurred in connection with the negotiation, preparation, execution and delivery of this First Amendment and all other documents and instruments delivered in connection herewith.

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SECTION 6. Applicable Law. This First Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

SECTION 7. Execution in Counterparts. This First Amendment may be executed in any number of counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tiff”)) and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart hereof by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart hereof.

SECTION 8. Headings. Section and Subsection headings in this First Amendment are included herein for convenience of reference only and shall not constitute a part of this First Amendment for any other purpose or be given any substantive effect.

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

AGILON HEALTH, INC. as the Borrower
By:	/s/ Kenneth Bellendir
	Name:	Kenneth Bellendir
	Title:	Vice President and Secretary

[Signature Page to First Amendment to agilon Credit Agreement]

JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:	/s/ Dawn Lee Lum

Name:	Dawn Lee Lum
Title:	Executive Director

[Signature Page to First Amendment to agilon Credit Agreement]

EX-10.2

Exhibit 10.2

Confidential

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), dated as of May 4, 2020, is entered into by and between Steven J. Sell (the “Executive”), Agilon Health Topco, Inc., a Delaware corporation (“Parent”), and agilon health, inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Company”).

W I T N E S S E T H:

WHEREAS, Parent and the Company desire to employ the Executive as their Chief Executive Officer and for the Executive to serve as a member of the Board of Directors of Parent (the “Board”), and the Executive desires to provide services to Parent and the Company in such capacities, in each case pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Nature of Employment

Subject to Section 3, effective as of the Effective Date (as defined below) and continuing during the Term of Employment, Parent and the Company shall employ the Executive, and the Executive agrees to accept employment, as the Chief Executive Officer of Parent and the Company and in such positions to undertake the duties and responsibilities commensurate with such positions and as may be reasonably assigned to the Executive from time to time by the Board. During the Term of Employment (as defined below), the Executive shall report directly to the Board and shall serve as a member of the Board.

2. Extent of Employment

(a) During the Term of Employment, the Executive shall perform his obligations hereunder faithfully and to the best of his ability at the place of employment provided in Section 2(d), under the direction of the Board, and shall abide by the policies from time to time established by the Company.

(b) During the Term of Employment, the Executive shall devote all of his business time, energy and skill as may be reasonably necessary for the performance of his duties, responsibilities and obligations hereunder (except for vacation periods and reasonable periods of illness or other incapacity).

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(c) The Executive may continue to maintain his Approved Outside Interests (as defined below), unless such interests or relationships conflict or interfere with Parent’s and the Company’s business or the Executive’s position at Parent and the Company. In addition, the Executive may serve on civic or charitable boards or committees, unless the Board notifies the Executive that, in the Board’s discretion, such civic or charitable positions interfere with the Executive’s position at Parent and the Company or his obligations pursuant to this Agreement.

(d) Except as set forth on Exhibit A hereto (the “Approved Outside Interests”), as of the date hereof, the Executive does not have any ownership interests (other than ownership of less than 1% of the outstanding stock of a publicly-traded company) or professional relationships with (whether as an employee, director, officer, consultant or advisor, and whether or not for compensation) or professional commitments to any person or entity other than Parent and its subsidiaries. After the date hereof, if approved by the Board (or the Chairman of the Board), the Executive may acquire ownership interests of, or engage in professional relationships (whether as an employee, director, officer, consultant or advisor, and whether or not for compensation) with or have professional commitments to, a person or entity other than Parent and its subsidiaries.

(e) During the Term of Employment, the principal place of Executive’s employment shall be at the Company’s office in Long Beach, California, subject to customary business travel on the business of the Company and its affiliates.

3. Term of Employment; Termination

(a) The ‘‘Term of Employment” shall commence on June 1, 2020 or such other date mutually agreed in writing between the Executive and the Chairman of the Board (the “Effective Date”) and shall continue until the Executive’s employment is terminated by the Company pursuant to Section 3(b) or by the Executive pursuant to Section 3(c).

(b) Subject to the payments contemplated by Section 3(f), the Executive’s employment may be terminated at any time by the Company:

(i) upon the death of the Executive;

(ii) in the event that, because of physical or mental disability, the Executive is unable to perform, and does not perform, in the opinion of the Board and as certified in writing by a competent medical physician selected by the mutual agreement of the Company and the Executive or his legal representative, his duties hereunder for a period of 180 days out of any 270-day period (“Disability”);

(iii) for Cause; or

(iv) for any other reason or no reason, it being understood that no reason shall be required for termination of the Executive’s employment.

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The Executive acknowledges that nothing contained herein or otherwise stated by or on behalf of Parent or the Company modifies or amends the right of the Company to terminate the Executive at any time, with or without Cause. The Executive’s termination shall become effective upon death or the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Sections 3(b)(ii) - (iv)) subject to any requirement for advance notice in the case of a termination for Cause and an opportunity to cure provided in this Agreement, if and to the extent applicable.

(c) Subject to the payments contemplated by Section 3(f), the Executive’s employment may be terminated at any time by the Executive:

(i) upon the death of the Executive;

(ii) in the event of Disability;

(iii) for Good Reason; or

(iv) for any other reason or no reason (a “Voluntary Termination”).

The Executive’s termination shall become effective upon death or, in the case of Disability, the delivery by the Executive to the Board of notice specifying such termination. Any other termination by the Executive shall require at least 60 days prior written notice to the Board (unless waived in writing by the Board) and, in the case of a termination by the Executive for Good Reason, an opportunity to cure provided in this Agreement, if and to the extent applicable.

(d) As used in this Agreement, “Cause” shall mean any of the following:

(i) the Executive’s commission of a crime involving moral turpitude, embezzlement, fraud, conversion of property or false statements or other similar acts or any other felony;

(ii) the Executive’s gross negligence, continued willful failure or breach (other than by reason of death or Disability) to perform his material duties for Parent, the Company or any of their subsidiaries;

(iii) the Executive’s violation of a material provision of any written Parent, Company or subsidiary policy as in effect from time to time that has been communicated to the Executive, which violation is not cured within 30 days after the Company delivers written notice to the Executive that identifies and describes the alleged violation in reasonable detail (the “Cure Period”); provided that it shall be presumed that any material breach of the restrictive covenants contained in the Equity Documentation is not capable of being cured for purposes of this definition of “Cause”;

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(iv) the Executive’s material breach of any written agreement with Parent or its subsidiaries, including the Company, to which the Executive is a party or by which the Executive is bound (including, but not limited to, this Agreement and the Equity Documentation (as defined below)), which breach is not cured within the Cure Period; or

(v) the Executive’s breach of Section 2(c) or (d) or Section 9(b).

For purposes of this Section 3(d), (A) no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company and (B) any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company

The determination as to whether “Cause” has occurred shall be made in good faith by the Board. The Board shall have the authority to waive the consequences of the existence or occurrence of any of the events, acts or omissions constituting “Cause.” Prior to any termination for Cause, the Board must provide written notice to the Executive within the 60 days following the date on which the Board (excluding the Executive) or the Chairman of the Board discovers the alleged Cause event setting forth in reasonable detail the conduct alleged to be a basis for a termination for Cause. The Executive, while serving as a member of the Board, shall take no part in any determination as to whether “Cause” exists hereunder.

A termination for Cause shall be deemed to include a determination by the Board within 90 days following the Executive’s Voluntary Termination that circumstances existed prior to such termination for the Company or one of its subsidiaries to have terminated the Executive’s employment for Cause; provided that in such event the Executive shall first be provided with any applicable cure rights to the extent available; and provided, further, that this sentence shall not apply to any circumstances actually known to the Board (excluding the Executive) or the Chairman of the Board 60 or more days prior to the date of such termination.

(e) As used in this Agreement, “Good Reason” shall mean any of the following, without the Executive’s written consent:

(i) a material diminution of the Executive’s Base Salary from the amount set forth in Section 4(a);

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(ii) a material diminution of the Executive’s target annual bonus opportunity, at target performance levels, from the Executive’s annual bonus opportunity, at target performance levels, during the immediately preceding annual bonus measurement period (it being understood that the actual amount of the annual bonus and performance criteria shall be subject to Section 4(b) and that the Board’s decision to award an amount less than the target amount shall not constitute Good Reason);

(iii) a material diminution in the Executive’s authority, duties or responsibilities as Chief Executive Officer of the Company;

(iv) at any time following the Effective Date but prior to a Change in Control (as defined in the Stock Incentive Plan (as defined below)), a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board (or the board of directors (or similar governing body) of any successor to Parent or the Company);

(v) the relocation of the Executive’s principal place of employment to a location that is not within 50 miles of the Company’s office in Long Beach, California; or

(vi) a material breach by the Company or Parent of any written agreement between the Executive, on the one hand, and any of the Parent, Company, or their controlled affiliates or subsidiaries, on the other hand (including, but not limited to, this Agreement and the Equity Documentation).

Notwithstanding the foregoing, the Executive shall not have “Good Reason” to terminate his employment to the extent that, as a result of a Change in Control or IPO, Executive’s authority, duties, responsibilities and/or reporting line is conformed to reflect changes to Parent, the Company and their subsidiaries following the transaction, including an integration of their businesses with another business or acquirer.

Prior to any termination for Good Reason, the Executive must provide written notice to the Board (excluding the Executive) within 60 days following the date on which he discovers an alleged Good Reason event setting forth in reasonable detail the conduct alleged to be a basis for a termination for Good Reason. The Executive shall not have the right to terminate his employment for Good Reason (i) if, within the 30-day period following delivery of the Executive’s written notice, the Company or Parent, as applicable, shall have cured the conduct alleged to be a basis for termination for Good Reason and (ii) absent such cure, unless the Executive actually terminates employment within 45 days following the end of the Company’s Cure Period.

(f) The Executive shall be entitled to certain payments upon termination of his employment, as follows:

(i) In the event the Executive’s employment is terminated for any reason, the Executive shall be entitled to receive (A) his Base Salary through the effective date of

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termination, (B) any accrued benefits unpaid as of the effective date of termination, (C) any expense reimbursements related to expenses reimbursable hereunder that are incurred through the effective date of termination, (D) any accrued but unpaid vacation (to the extent payable under the applicable law or Company policy) and (E) other benefits required by law to be provided to him after termination of employment, in each case when paid according to the Company’s applicable lawful policies and standard practices and the lawful terms of this Agreement (the “Base Termination Compensation”).

(ii) In the event the Executive’s employment is terminated by the Company for any reason other than for Cause (and for the avoidance of doubt not death or Disability), or by the Executive for Good Reason (a “Qualifying Termination”), then the Executive shall be entitled to (A) the Base Termination Compensation, (B) severance pay equal to the sum of (x) the Executive’s base salary, at the rate in effect at the effective time of termination, to be paid in equal installments over 18 months on the Company’s normal payroll dates following the date of termination, plus (y) the Executive’s target bonus as provided in Section 4(b), to be paid in equal installments over 12 months on the Company’s normal payroll dates following the date of termination, except that the first installment of such payment under each of clause (x) and (y) shall be paid on the 60^th day following the termination date and shall include all installments that would have been paid if the release of claims referred to in Section 3(i) had been effective at the date of termination, (C) any earned but unpaid annual bonus for the fiscal year prior to the fiscal year in which the Executive’s termination occurred determined pursuant to Section 4(b), and (D) the continuation of the medical, dental and vision insurance coverage for a period of 12 months at active employee rates (the “Benefit Continuation”). The Benefit Continuation shall be provided through (x) the Executive’s enrollment in the Company’s COBRA continuation coverage and (y) the reimbursement of (or the Company otherwise bearing) the premium cost under COBRA in excess of the active-employee rate. Any payment of the Executive’s Base Salary after termination of his employment shall be made in accordance with the Company’s regular payroll practices. Because of the current uncertainty surrounding health care coverage, in the event that the Benefit Continuation would subject the Executive or the Company to a material cost, tax or penalty, the parties agree to cooperate to provide the Executive with such benefits in a manner that does not trigger such tax, cost or penalty, to the maximum extent possible (including, for example, making a lump sum payment).

Other than solely in connection with any equity interests of Parent held by the Executive as described in Section 5 and provided in the Equity Documentation, there will be no additional amounts owing by the Company to the Executive from and after a Qualifying Termination.

(iii) If the Executive’s employment is terminated for Cause, then the Executive shall be entitled to the Base Termination Compensation. Other than solely in connection with any equity interests of Parent held by the Executive (to the extent provided in the Equity Documentation), there will be no additional amounts owing by the Company to the Executive from and after his termination by the Company for Cause.

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(iv) If the Executive’s employment is terminated due to a Voluntary Termination, then the Executive shall be entitled to the Base Termination Compensation. Other than solely in connection with any equity interests of Parent held by the Executive (to the extent provided in the Equity Documentation), there will be no additional amounts owing by the Company to the Executive from and after his Voluntary Termination.

(v) If the Executive’s employment is terminated due to the Executive’s death or Disability, then the Executive shall be entitled to the Base Termination Compensation and, if terminated due to Disability, the Benefit Continuation. Other than solely in connection with any equity interests of Parent held by the Executive (to the extent provided in the Equity Documentation), there will be no additional amounts owing by the Company to the Executive from and after his termination due to death or Disability.

(g) Termination of the Executive’s employment will not terminate Sections 3(f) through 3(k) and 8 through 23, or any other provisions not associated specifically with the Term of Employment.

(h) In the event the Executive’s employment is terminated and the Executive obtains alternative employment and is provided medical coverage in connection therewith, the medical coverage the Company provides pursuant to Section 3(f)(ii) shall be secondary to the medical coverage provided in connection with the alternative employment. Any provision herein to the contrary notwithstanding, if, following his termination of employment, the Executive materially breaches any restrictive covenant contained in the Equity Documentation, or, without the Board’s prior written consent, competes with the business of Parent, the Company and their subsidiaries as then conducted, the Company shall have no further payment or benefit obligations under Section 3(f)(ii).

(i) In the event the Executive’s employment is terminated and the Company is obligated to make payments pursuant to Section 3(f)(ii), other than the Base Termination Compensation, it shall be a condition to such payments that, within 30 days following the date of termination, the Executive enter into a general release of claims, in the form attached hereto as Exhibit B.

(j) The equity interests of Parent held by the Executive on the date of termination or date of death shall be subject to the terms and conditions of the Equity Documentation, including, without limitation, the restriction periods, vesting and forfeiture schedules, and termination and repurchase provisions, subject to Section 5.

(k) Upon termination of the Executive’s employment for any reason, the Executive shall be deemed to have resigned from all positions with Parent and its affiliates (including, without limitation, any committees that oversee or have fiduciary responsibility for any benefit plan of Parent or its affiliates), including the Company, and, at Parent’s request, the Executive shall promptly deliver written evidence of such resignation.

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4. Compensation

The Company shall pay compensation to the Executive as follows:

(a) Base Salary. During the Term of Employment, the Company shall pay to the Executive as base compensation for his services hereunder, on the Company’s regular payroll dates, a base salary at a rate of not less than $750,000 per annum (“Base Salary”).

(b) Annual Bonus. For each fiscal year during the Term of Employment, the Executive will be eligible for an annual bonus with a target payment equal to 75% of the Executive’s Base Salary based on the Executive’s achievement of pre-established performance goals and conditions, as the Board (or the Compensation Committee of the Board) shall determine on an annual basis (during or before the first quarter of each fiscal year), in accordance with the annual bonus plan adopted by the Board that is applicable to senior management of the Company; provided that for the 2020 fiscal year the Executive’s bonus will be prorated for the time he is employed by the Company in the 2020 fiscal year.

The actual amount of any bonus paid for any fiscal year shall be determined by the Board (or the Compensation Committee) based on its assessment of the actual performance against such goals against the goals and conditions established for the year, as follows:

	Performance Level	Bonus Amount
Below Threshold	<75% of target performance	0% of Executive’s Base Salary
Threshold	75% of target performance	50% of Executive’s Base Salary
Target	100% of target performance	75% of Executive’s Base Salary
Maximum	125% or more of target performance	100% of Executive’s Base Salary

In the event that the performance falls between Threshold and Target, or between Target and Maximum, the annual bonus shall be determined by straight-line linear interpolation.

Any annual bonus payable to the Executive for a fiscal year shall be paid to the Executive not later than two and a half months following the end of such fiscal year to which the performance relates. Except as provided in Section 3(f)(ii), it shall be a condition to the payment of any annual bonus that the Executive remain employed through the last day of the applicable fiscal year.

5. Equity-Based Compensation Subject to the Executive commencing employment on the Effective Date, the Executive shall be provided with the following equity-based compensation, no later than 30 days following the Effective Date, at a time determined by the Board:

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(a) Share Purchase. The Executive shall invest at least $1,000,000 in the aggregate in the purchase of fully-vested shares of common stock of Parent, par value $0.01 per share (the “Shares”), at a per share price of $449. Parent’s sale of the Shares to the Executive will be made pursuant to the Amended and Restated Agilon Health Topco, Inc. Stock Incentive Plan (as amended, the “Stock Incentive Plan”). The terms and conditions applicable to the Executive’s acquisition, holding and disposition of the Shares at the time of such sale shall be set forth in a subscription agreement in the form attached hereto as Exhibit C (the “Subscription Agreement”).

(b) Stock Options. Parent shall grant the Executive non-qualified options to purchase 55,500 additional Shares under the Stock Incentive Plan (the “Options”), consisting of the following:

(i) Time-Vesting Base Options. 20,000 Options that will vest in five annual installments at a rate of 20% per year on each of the first five anniversaries of the Effective Date, subject to the continuous employment of the Executive with the Company until the applicable vesting date (the “Time-Vesting Base Options”). The exercise price per Share covered by the Time-Vesting Base Options shall be $449. In the event of a Change in Control, subject to the Executive’s continued employment with the Company, all of his then unvested Base Options will immediately vest. None of the Time-Vesting Base Options will vest upon an initial public offering of Parent’s Shares (an “IPO”).

(ii) IPO-Vesting Base Options. 10,000 Options that will all vest, subject to the Executive’s continued employment with the Company, in the event that Parent completes an IPO (“IPO-Vesting Base Options”). The exercise price per Share covered by the IPO-Vesting Base Options shall be $449.

(iii) Upside Options. 25,000 Options that will vest (x) in five annual installments at a rate of 20% per year on each of the first five anniversaries of the Effective Date, subject to the continuous employment of the Executive with the Company until the applicable vesting date or (y) if earlier, upon a Change in Control, but only if (z) as of such date, investment funds affiliated with Clayton, Dubilier & Rice, LLC shall have actually received cash proceeds from the sale of Shares owned by them equal to at least 3.0 times all of their Aggregate Initial Investment (as defined in the Option Agreement (as defined below) in Parent (the “Upside Options”). The exercise price per Share covered by the Upside Options shall be $1,011. No vesting of the Upside Options will accelerate upon an IPO.

(iv) The terms and conditions applicable to the Executive’s acquisition, holding and disposition of the Options shall be set forth in a stock option agreement in the form attached hereto as Exhibit D (the “Option Agreement”). The Stock Incentive Plan, the Subscription Agreement and the Option Agreement are referred to in this Agreement as the “Equity Documentation.”

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6. Reimbursement of Expenses

(a) During the Term of Employment, the Company will promptly reimburse the Executive (or pay directly) for reasonable and documented travel, entertainment and other expenses reasonably incurred by the Executive in connection with the performance of his duties hereunder and, in each case, in accordance with the policies, rules, customs and usages promulgated by Parent or the Company and in effect from time to time and applicable law. Any payments due under this Section 6(a) will be payable in accordance with the Company’s usual payroll practices.

(b) Legal Fees. The Company shall reimburse the Executive for up to $20,000 of the reasonable legal fees and expenses paid or incurred by the Executive in connection with the negotiation and preparation of this Agreement.

7. Benefits

Beginning on the Effective Date and during the Term of Employment, the Executive shall be entitled to participate in and be covered by any insurance plan (including but not limited to medical, dental, health, accident, hospitalization and disability), 401(k), profit sharing or other employee benefit plan of the Company, to the same extent and on substantially the same terms as such benefits are or may be provided by the Company, at the sole discretion of the Board, from time to time to other members of the senior management of the Company, and in all circumstances in accordance with the policies, rules, customs and usages promulgated by the Company and in effect from time to time.

8. Notice

Any notice, request, demand or other communication required or permitted to be given under this Agreement shall be given in writing and if delivered by electronic mail, personally, or sent by certified or registered mail, return receipt requested, as follows (or to such other addressee or address as shall be set forth in a notice given in the same manner):

(a) If to the Executive, to the Executive at his Company-provided electronic mail address, or at the address most recently contained in the Company’s records (which the Executive shall update as necessary)

with copies (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati

650 Page Mill Road

10

Palo Alto, CA 94304

Attention: David Thomas, Esq.

E-mail: dthomas@wsgr.com

(b) If to Parent or the Company:

at the address of the Company’s then current headquarters, to the attention of the Company’s Chairman of the Board;

with copies (which shall not constitute notice) to:

Clayton, Dubilier & Rice, LLC

375 Park Avenue, 18^th Floor

New York, New York 10152

Attention: Ravi Sachdev

Fax: (212) 407-5252

E-mail: RSachdev@cdr-inc.com

Debevoise & Plimpton

919 Third Avenue

New York, NY 10022

Attention: Meir Katz, Esq.

Fax: (212) 521-7615

E-mail: mdkatz@debevoise.com

Any such notices shall be deemed to be given on the date personally delivered or such return receipt is issued.

9. Executive’s Representation

(a) The Executive hereby represents and warrants to Parent and the Company that the Executive has carefully reviewed this Agreement and has consulted with such advisors as the Executive considers appropriate in connection with this Agreement, and is not subject to any covenants, agreements or restrictions, including without limitation any covenants, agreements or restrictions arising out of the Executive’s prior employment, which would be breached or violated by Executive’s execution of this Agreement or by the Executive’s performance of his duties hereunder.

(b) In addition, the Executive hereby represents, warrants and covenants to Parent and the Company that, other than the Approved Outside Interests or as permitted by Section 2(d), as of the date hereof, he does not have and during the Term of Employment he will not have any professional relationships with (whether as an employee, director, officer, consultant or advisor, and whether or not for compensation) or commitments to any individual or entity (other than Parent and the Company) that operates or conducts (or, to the Executive’s knowledge, intends to operate or conduct) any business of the types in which Parent, the Company, or any of their respective subsidiaries or their affiliated independent physician associations or physician practices with which any of them has a contractual relationship are engaged.

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10. Other Matters

The Executive agrees and acknowledges that the obligations owed to the Executive under this Agreement are solely the obligations of the Company and Parent, and that none of the stockholders, directors, officers, affiliates, representatives, agents or lenders of or to Company or Parent will have any obligations or liabilities in respect of this Agreement and the subject matter hereof, to the extent allowed by law.

11. Partial Invalidity; Severability

In case any one or more of the provisions or parts of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement or any other jurisdiction, but this Agreement shall be reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted in such jurisdiction.

12. Waiver of Breach; Specific Performance

The waiver by the Company, Parent or the Executive of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other breach of any party. Each of the parties to this Agreement will be entitled to enforce its respective rights under this Agreement and to exercise all other rights existing in its favor. In the event either party takes legal action to enforce any of the terms or provisions of this Agreement, the nonprevailing party shall pay the successful party’s costs and expenses, including but not limited to, attorneys’ fees, incurred in such action.

13. Assignment

Neither the Executive on the one hand, nor the Company or Parent on the other hand, may assign, transfer, pledge, hypothecate, encumber or otherwise dispose of this Agreement or any of his or its respective rights or obligations hereunder without the prior written consent of the other, provided that the Company may assign its rights and obligations under this Agreement to Parent or another wholly-owned subsidiary of Parent that employs members of Parent’s or the Company’s senior management.

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14. Amendment; Entire Agreement

This Agreement may not be changed orally but only by an agreement in writing agreed to by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. This Agreement and the Equity Documentation embody the entire agreement and understanding of the parties hereto in respect of the subject matter of this Agreement, and supersede and replace all prior agreements, understandings and commitments with respect to such subject matter.

15. Governing Law; Choice of Forum

THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE. IN THE EVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (1) AGREE UNDER ALL CIRCUMSTANCES ABSOLUTELY AND IRREVOCABLY TO INSTITUTE ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN A COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE CENTRAL DISTRICT OF CALIFORNIA, WHETHER A STATE OR FEDERAL COURT; (2) AGREE THAT IN THE EVENT OF ANY SUCH LITIGATION, PROCEEDING OR ACTION, SUCH PARTIES WILL CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH COURT DESCRIBED IN CLAUSE (1) OF THIS SECTION AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS (IT BEING UNDERSTOOD THAT NOTHING IN THIS SECTION SHALL BE DEEMED TO PREVENT ANY PARTY FROM SEEKING TO REMOVE ANY ACTION TO A FEDERAL COURT IN THE CENTRAL DISTRICT OF CALIFORNIA); (3) IRREVOCABLY CONSENT TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT TO SUCH PARTY AT SUCH PARTY’S ADDRESS SPECIFIED IN SECTION 8; (4) AGREE TO WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH LITIGATION, PROCEEDING OR ACTION IN ANY SUCH COURT OR THAT ANY SUCH LITIGATION, PROCEEDING OR ACTION WAS BROUGHT IN ANY INCONVENIENT FORUM; AND (5) AGREE, AFTER CONSULTATION WITH COUNSEL, TO WAIVE ANY RIGHTS TO A JURY TRIAL TO RESOLVE ANY DISPUTES OR CLAIMS RELATING TO THIS AGREEMENT. THE CHOICE OF FORUM SET FORTH IN THIS SECTION 15 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY ACTION UNDER THIS AGREEMENT IN ANY OTHER JURISDICTION.

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16. Further Action

The Executive, the Company and Parent agree to perform any further acts and to execute and deliver any documents which may he reasonable to carry out the provisions hereof.

17. Counterparts

This Agreement may be executed in counterparts, including facsimiles, .pdf or other electronic transmission thereof, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

18. Payments by Subsidiaries

The Executive acknowledges that one or more payments hereunder may be paid by one or more of the Parent’s or the Company’s subsidiaries, and the Executive agrees that any such payment made by such subsidiary shall satisfy the obligations of Parent and the Company hereunder with respect to (but only to the extent of) such payment.

19. Tax Matters

The Executive acknowledges that the payments and benefits provided under the terms of this Agreement shall constitute taxable income to the extent provided in the applicable provisions of the United States Internal Revenue Code of 1986, as amended, and any successor thereto and applicable regulations thereunder (the “Code”) and other applicable tax laws. Moreover, the Executive understands and acknowledges that Parent and the Company have not provided any advice regarding his tax liability resulting from this Agreement and that he has been advised to consult with his personal tax advisor or legal counsel as to the taxability of the payments and benefits provided under this Agreement, including the equity investment and awards provided under Section 5. The Executive shall be solely responsible for taxes imposed on him by reason of any payments or benefits provided under this Agreement and all such payments and benefits shall be subject to applicable federal, state, local and foreign withholding requirements. All payments to be made or benefits to be provided to the Executive pursuant to this Agreement shall be made net of all applicable income and employment taxes required to be withheld from such payments pursuant to any applicable law or regulation.

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20. Applicability of Section 409A of the Code

To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of the Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (iii) subject to any shorter time periods provided in any expense reimbursement policy of the Company, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and (iv) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses. In addition, with respect to any payments or benefits subject to Section 409A of the Code, reference to the Executive’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Executive’s “separation from service” (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the Company) with the Company. Whenever a provision under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Executive’s right to receive any installment payments hereunder shall, for purposes of Section 409A, be treated as a right to receive a series of separate and distinct payments. If the timing of the Executive’s execution of a general release of claims pursuant to Section 3(i) could impact the calendar year in which any payment under this Agreement that is subject to Section 409A of the Code will be made, such payment will be made in the later calendar year.

Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Section 409A of the Code at the time of the Executive’s separation from service (other than due to death), then any payment under this Agreement that is subject to Section 409A of the Code and that is payable by reason of the Executive’s separation from service within the first six months following the Executive’s separation from service will become payable on the first payroll date that occurs on or after the date six months and one day following the date of the Executive’s separation from service. All subsequent related payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Executive dies following the Executive’s separation from service, but prior to the six month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Executive’s death and all other related payments will be payable in accordance with the payment schedule applicable to each payment or benefit.

The foregoing provisions are intended to comply with the requirements of Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A of the Code, and, if any ambiguity is found herein with respect to such payments or benefits, any such ambiguities will be interpreted to so comply. If any payment or benefits subject to Section 409A of the Code could be construed not to comply with Section 409A of the

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Code, the Company and the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A of the Code.

21. D&O Insurance

Parent shall cause the Executive to both during the Term of Employment and thereafter be covered by directors and officers liability insurance to the same extent that such coverage is then maintained for officers or directors of Parent or the Company in active service, and any “tail” policy providing directors and officers liability coverage that covers a period of service in which the Executive is or was in active service shall cover the Executive’s employment or service with Parent and the Company for a similar period. Parent shall use commercially reasonable efforts to obtain the insurance described in this Section 21.

22. Indemnification

The Company and Parent agree to indemnify the Executive and hold the Executive harmless to the fullest extent permitted by applicable law and Parent’s and the Company’s organizational documents from and against any and all actual or threatened third-party claims, demands, penalties, suits, proceedings or actions (whether civil, criminal, administrative or investigative) where such actual or threatened claims, demands, penalties, suits, proceedings or actions are brought or made against the Executive based on any alleged act or failure to act related in any way to the Executive’s services as an officer, employee or director of Parent or the Company, and from any and all judgments, fines, settlements, losses, costs, expenses and other amounts actually and reasonably incurred in connection therewith, including attorneys’ fees, where such claim, loss or liability is by reason of the fact that the Executive is or was an officer, director, employee or agent of the Company or Parent, except, in each case, to the extent arising from gross negligence, willful misconduct or material breach of this Agreement by the Executive. Notwithstanding the foregoing, in connection with any indemnification provided by this Section 22, the Executive shall engage and use legal counsel reasonably acceptable to Parent and the Company, subject to such reasonable substantiation and documentation as may be specified by Parent or the Company, and the Executive shall not agree to the settlement of any such matter without the express written approval of Parent or the Company. In addition, Parent’s and the Company’s obligations under this Section 22 are secondary to any valid and collectible insurance that applies to the Executive.

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23. Confidential Terms

Except as required by applicable law, Executive agrees not to disclose the terms of this Agreement to any person or entity, other than Executive’s attorneys, accountants, financial advisors, or members of Executive’s immediate family who need to know this information and agree to keep it confidential.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

EXECUTIVE
/s/ Steven J. Sell
Name:	Steven J. Sell
AGILON HEALTH, INC.
/s/ Ravi Sachdev
Name:	Ravi Sachdev
Title:	President
AGILON HEALTH TOPCO, INC.
/s/ Ravi Sachdev
Name:	Ravi Sachdev
Title:	President

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EX-10.3

Exhibit 10.3

Confidential

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), dated as of April 20, 2017, is entered into by and between Lisa Dombro (the “Executive”), Agilon Health Holdings, Inc., a Delaware corporation (“Parent”), and agilon health, inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Company”).

W I T N E S S E T H:

WHEREAS, Parent and the Company desire to employ the Executive as their Senior Vice President and Chief of Communications, Planning and Strategic Development, and the Executive desires to provide services to Parent and the Company in such capacity, in each case pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.    Nature of Employment

Subject to Section 3, effective as of the Effective Date (as defined below) and continuing during the Term of Employment, Parent and the Company shall employ the Executive, and the Executive agrees to accept employment, as the Senior Vice President and Chief of Communications, Planning and Strategic Development of Parent and the Company and in such position to undertake the duties and responsibilities commensurate with such position and as may be reasonably assigned to the Executive from time to time by the Chief Executive Officer of the Company (the “CEO”). During the Term of Employment (as defined below), the Executive shall report to the CEO.

2.    Extent of Employment

(a)    During the Term of Employment, the Executive shall perform her obligations hereunder faithfully and to the best of her ability at the place of employment provided in Section 2(d), under the direction of the CEO, and shall abide by the policies from time to time established by the Company.

(b)    During the Term of Employment, the Executive shall devote all of her business time, energy and skill as may be reasonably necessary for the performance of her duties, responsibilities and obligations hereunder (except for vacation periods and reasonable periods of illness or other incapacity).

(c)    Except as set forth on Exhibit A hereto (the “Approved Outside Interests”), as of the date hereof, the Executive does not have any ownership interests (other than ownership of less than 1% of the outstanding stock of a publicly-traded company) or professional relationships with (whether as an employee, director, officer, consultant or advisor, and whether or not for compensation) or professional commitments to any person or entity (other than Parent and its subsidiaries). The Executive may serve on civic or charitable boards or committees, unless the Board of Directors of Parent (the “Board”) notifies the Executive that, in the Board’s discretion, such civic or charitable positions interfere with the Executive’s position at Parent and the Company or her obligations pursuant to this Agreement.

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(d)    During the Term of Employment, the principal place of Executive’s employment shall be in the Chicago area, Illinois, at a location agreed with the CEO, subject to customary business travel on the business of the Company and its affiliates.

3.    Term of Employment; Termination

(a)    The “Term of Employment” commenced on March 1, 2017 or such other date mutually agreed in writing between the Executive and the CEO (the “Effective Date”) and shall continue until the Executive’s employment is terminated by the Company pursuant to Section 3(b) or by the Executive pursuant to Section 3(c).

(b)    Subject to the payments contemplated by Section 3(f), the Executive’s employment may be terminated at any time by the Company:

(i)    upon the death of the Executive;

(ii)    in the event that, because of physical or mental disability, the Executive is unable to perform, and does not perform, in the opinion of the Board and as certified in writing by a competent medical physician selected by the mutual agreement of the Company and the Executive or her legal representative, her duties hereunder for a period of 180 days out of any 270-day period (“Disability”);

(iii)    for Cause; or

(iv)    for any other reason or no reason, it being understood that no reason shall be required for termination of the Executive’s employment.

The Executive acknowledges that nothing contained herein or otherwise stated by or on behalf of Parent or the Company modifies or amends the right of the Company to terminate the Executive at any time, with or without Cause. Termination shall become effective upon death or the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Sections 3(b)(ii) – (iv)) subject to any requirement for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable.

(c)    Subject to the payments contemplated by Section 3(f), the Executive’s employment may be terminated at any time by the Executive:

(i)    upon the death of the Executive;

(ii)    in the event of Disability;

(iii)    for Good Reason; or

(iv)    for any other reason or no reason (a “Voluntary Termination”).

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(d)    As used in this Agreement, “Cause” shall mean any of the following:

(i)    the Executive’s conviction of a crime involving moral turpitude, embezzlement, fraud, conversion of property or false statements or other similar acts or any other felony;

(ii)    the Executive’s gross negligence or continued willful failure (other than by reason of death or Disability) to perform her material employment-related duties for the Parent and its subsidiaries;

(iii)    the Executive’s violation of a material provision of any written Parent or subsidiary policy as in effect from time to time that has been communicated to the Executive, which violation is not cured within 30 days after the Company delivers written notice to the Executive that identifies and describes the alleged violation in reasonable detail (the “Cure Period”);

(iv)    the Executive’s material breach of any written agreement with Parent or its subsidiaries, including the Company, to which the Executive is a party or by which the Executive is bound (including, but not limited to, this Agreement and the Equity Documentation (as defined below)) which breach is not cured within the Cure Period; provided that it shall be presumed that any material breach of the restrictive covenants contained in the Equity Documentation is not capable of being cured for purposes of this definition of “Cause”;

(v)    the Executive’s breach of Section 2(c) or the last sentence of Section 9; or

(vi)    the Executive engaging in defamation of the name, reputation or business interests of, which causes material harm to, Parent, the Company, or any of their respective affiliates, including any affiliated independent physician association.

For purposes of this provision, (A) no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company and (B) any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

The determination as to whether “Cause” has occurred shall be made in good faith by the Board, including, without limitation, providing Executive with a reasonable opportunity to provide relevant information and documents to the Board before the determination is made. The Board shall have the authority to waive the consequences of the existence or occurrence of any of the events, acts or omissions constituting “Cause.” Prior to any termination for Cause, the Board must provide written notice to the Executive within the 60 days following the date on which the Board discovers the alleged Cause event setting forth in reasonable detail the conduct alleged to be a basis for a termination for Cause.

A termination for Cause shall be deemed to include a determination by the Board within 90 days following the Executive’s Voluntary Termination that circumstances existed prior to such termination for the Company or one of its subsidiaries to have terminated the Executive’s employment for Cause; provided that in such event the Executive shall first be provided with any applicable cure rights to the extent available; and provided, further, that this sentence shall not apply to any circumstances actually known to the Board 60 or more days prior to the date of such termination.

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(e)    As used in this Agreement, “Good Reason” shall mean any of the following, without the Executive’s written consent:

(i)    a diminution of the Executive’s Base Salary from the amount set forth in Section 4(a);

(ii)    a diminution of the Executive’s target annual bonus opportunity, at target performance levels, from the Executive’s annual bonus opportunity, at target performance levels, during the immediately preceding annual bonus measurement period (it being understood that the actual amount of the annual bonus and performance criteria shall be subject to Section 4(b) and that the Board’s decision to award an amount less than the target amount shall not constitute Good Reason);

(iii)    a material diminution in the Executive’s authority, duties, change in direct reporting position to Ron Kuerbitz, or change in responsibilities as Senior Vice President and Chief of Communications, Planning and Strategic Development of Parent and the Company;

(iv)    the relocation of the Executive’s principal place of employment to a location that is not within 50 miles of the Chicago, Illinois metropolitan area; or

(v)    a material breach by the Company or Parent of any written agreement between the Executive, on the one hand, and any of the Parent, Company, or their controlled affiliates or subsidiaries, on the other hand (including, but not limited to, this Agreement and the Equity Documentation).

Prior to any termination for Good Reason, the Executive must provide written notice to the Company within 60 days following the date on which she discovers an alleged Good Reason event setting forth in reasonable detail the conduct alleged to be a basis for a termination for Good Reason. The Executive shall not have the right to terminate his employment for Good Reason (i) if, within the 30-day period following delivery of the Executive’s written notice, the Company or Parent, as applicable, shall have cured the conduct alleged to be a basis for termination for Good Reason and (ii) absent such cure, unless the Executive actually terminates employment within 45 days following the end of the Company’s Cure Period.

(f)    The Executive shall be entitled to certain payments upon termination of her employment, as follows:

(i)    In the event the Executive’s employment is terminated for any reason, the Executive and the Parent and the Company will enter into a mutual general release of claims, substantially similar to the form attached as Exhibit C. The Executive shall be entitled to receive her Base Salary through the effective date of termination, any accrued benefits unpaid as of the effective date of termination, any expense reimbursements related to expenses reimbursable hereunder that are incurred through the effective date of termination, any accrued but unpaid vacation (to the extent payable under the applicable law or Company policy) and other benefits

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required by law to be provided to her after termination of employment, in each case when paid according to the Company’s applicable lawful policies and standard practices and the lawful terms of this Agreement (the “Base Termination Compensation”).

(ii)    In the event the Executive’s employment is terminated by the Company for any reason other than for Cause (and for the avoidance of doubt not death or Disability), or by the Executive for Good Reason (a “Qualifying Termination”), then the Executive shall be entitled to (A) the Base Termination Compensation, (B) severance pay equal to two times (x) the Executive’s base salary, at the rate in effect at the effective time of termination, plus (y) the Executive’s target bonus as provided in Section 4(b), to be paid in equal installments over 24 months on the Company’s normal payroll dates following the date of termination, except that the first installment of such payment shall be paid on the 60^th day following the termination date and shall include all installments that would have been paid if the release of claims referred to in Section 3(i) had been effective at the date of termination and (C) the continuation of the medical, dental and vision insurance coverage for a period of 18 months at active employee rates (the “Benefit Continuation”). The Benefit Continuation shall be provided through (x) the Executive’s enrollment in the Company’s COBRA continuation coverage and (y) the reimbursement of (or the Company otherwise bearing) the premium cost under COBRA in excess of the active-employee rate. Any payment of the Executive’s Base Salary after termination of her employment shall be made in accordance with the Company’s regular payroll practices. Other than solely in connection with any equity interests of Parent held by the Executive as described in Section 5 and provided in the Equity Documentation, there will be no additional amounts owing by the Company to the Executive from and after a termination of the Executive’s employment of the nature contemplated by this clause (ii) of Section 3(f). Because of the current uncertainty surrounding health care coverage, in the event that the Benefit Continuation would subject the Executive or the Company to a material cost, tax or penalty, the parties agree to cooperate to provide the Executive with such benefits in a manner that does not trigger such tax, cost or penalty, to the maximum extent possible.

(iii)    If the Executive’s employment is terminated for Cause, then the Executive shall be entitled to the Base Termination Compensation. Other than solely in connection with any equity interests of Parent held by the Executive (to the extent provided in the Equity Documentation), there will be no additional amounts owing by the Company to the Executive from and after such termination of the nature contemplated by this clause (iii) of Section 3(f).

(iv)    If the Executive’s employment is terminated due to a Voluntary Termination, then the Executive shall be entitled to the Base Termination Compensation. Other than solely in connection with any equity interests of Parent held by the Executive (to the extent provided in the Equity Documentation), there will be no additional amounts owing by the Company to the Executive from and after such termination of the nature contemplated by this clause (iv) of Section 3(f).

(v)    If the Executive’s employment is terminated due to the Executive’s death or Disability, then the Executive shall be entitled to the Base Termination Compensation and, if terminated due to Disability, the Benefit Continuation. Other than solely in connection with any equity interests of Parent held by the Executive (to the extent provided in the Equity Documentation), there will be no additional amounts owing by the Company to the Executive from and after such termination of the nature contemplated by this clause (v) of Section 3(f).

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(g)    Termination of the Executive’s employment will not terminate Sections 3(f) through 3(j) and 8 through 20, or any other provisions not associated specifically with the Term of Employment.

(h)    In the event the Executive’s employment is terminated and the Executive obtains alternative employment and is provided medical coverage in connection therewith, the medical coverage the Company provides pursuant to Section 3(f)(ii) shall be secondary to the medical coverage provided in connection with the alternative employment. Any provision herein to the contrary notwithstanding, if, following her termination of employment, the Executive materially breaches any restrictive covenant contained in the Equity Documentation or, without the Board’s prior written consent, competes with the business of Parent and the Company (i.e., agilon health) as then conducted, then from and after the date of such employment or engagement, the Company shall have no further payment or benefit obligations under Section 3(f)(ii).

(i)    In the event the Executive’s employment is terminated and the Company is obligated to make payments pursuant to Section 3(f)(ii), other than the Base Termination Compensation, it shall be a condition to such payments that, within 30 days following the date of termination, the Executive enter into a general release of claims, in the form attached hereto as Exhibit C.

(j)    The equity interests of Parent held by the Executive on the date of termination or date of death shall be subject to the terms and conditions of the Equity Documentation, including, without limitation, the restriction periods, vesting and forfeiture schedules, and termination and repurchase provisions, subject to Section 5.

(k)    Upon termination of the Executive’s employment for any reason, the Executive shall be deemed to have resigned from all positions with Parent and its affiliates, including the Company, and, at Parent’s request, the Executive shall promptly deliver written evidence of such resignation.

4.    Compensation. The Company shall pay compensation to the Executive as follows:

(a)    Base Salary. During the Term of Employment, the Company shall pay to the Executive as base compensation for her services hereunder, on the Company’s regular payroll dates, a base salary at a rate of not less than $300,000 per annum (“Base Salary”).

(b)    Annual Bonus

(i)    Generally. For each fiscal year during the Term of Employment, the Executive will be eligible for an annual bonus with a target payment equal to 75% of the Executive’s Base Salary based on the Executive’s achievement of pre-established performance goals and conditions, as the Board (or the Compensation Committee of the Board), in consultation with the CEO, shall determine on an annual basis (during or before the first quarter of each fiscal year) in accordance with the annual bonus plan adopted by the Board that is then applicable to senior management of the Company (the “Bonus Plan”). Under the Bonus Plan, the actual amount of any bonus paid for

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any fiscal year shall be determined by the Board (or the Compensation Committee) based on its assessment of the actual performance against such goals against the goals and conditions established for the year, as follows:

	Performance Level	Bonus Amount
Below Threshold	<75% of target performance	0% of Executive’s Base Salary
Threshold	75% of target performance	50% of Executive’s Base Salary
Target	100% of target performance	75% of Executive’s Base Salary
Maximum	125% of target performance	100% of Executive’s Base Salary

In the event that the performance falls between any two of the standards above, the annual bonus shall be determined by straight-line linear interpolation. Any annual bonus payable to the Executive for a fiscal year shall be paid to the Executive not later than two and a half months following the end of such fiscal year to which the performance relates. It shall be a condition to the payment of any annual bonus that the Executive remain employed through the last day of the applicable fiscal year.

(ii)     2017 Performance Year. Notwithstanding the foregoing, Executive’s annual bonus for the 2017 fiscal year shall be, prorated for the time she is employed by the Company in the 2017 fiscal year.

5.     Equity-Based Compensation. As soon as practicable following the Effective Date (and no later than 60 days following the Effective Date), the Executive shall be provided with the following equity-based compensation:

(a)     Share Purchase. No later than 60 days following the Effective Date, Parent shall provide Executive with the opportunity to purchase up to an aggregate amount of $100,000 of fully-vested shares of common stock of Parent, par value $0.01 per share (the “Shares”). The price to be paid per Share by Executive in this investment will be its then-current fair market value (as determined under the Stock Incentive Plan (as defined below)). Parent’s sale of the Shares to the Executive will be made pursuant to the Agilon Health Holdings, Inc. Stock Incentive Plan (the “Stock Incentive Plan”). The terms and conditions applicable to the Executive’s acquisition, holding and disposition of the Shares at the time of such sale shall be set forth in a subscription agreement that is substantially in the form customarily used by Parent for sales of Shares to other members of the Company’s senior management.

(b)     Base Stock Options. No later than 60 days following the Effective Date, Parent shall grant the Executive non-qualified options to purchase 5,000 additional Shares under the Stock Incentive Plan, which number will be adjusted, if applicable, pursuant to Section 3.3 of the Stock Incentive Plan (the “Base Options”). The Base Options will vest in four annual installments at a rate of one-fourth per year on each of the first four anniversaries of the Effective Date, subject to the continuous employment of the Executive with the Company or Parent until the applicable vesting date. The exercise price per Share covered by the Base Options shall be the fair market value (as determined under the Stock Incentive Plan) of a Share on the grant date of the Options. The terms and conditions applicable to the Executive’s acquisition, holding and disposition of the Base Options shall be set forth in a stock option agreement that is substantially in the form customarily used by Parent for grants of Base Options to other members of the Company’s senior management. Notwithstanding the foregoing, the stock option agreement providing for the grant to Executive of the Base Options shall provide that (i) in the event of a Change in Control (as defined in Exhibit B hereto), all of her then unvested Base Options shall immediately vest and become exercisable and (ii) in the event of a Qualifying Termination prior to the fourth anniversary

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of the Effective Date and subject to the Executive’s execution, delivery and non-revocation of the release of claims referred to in Section 3(i), any of her then unvested Base Options that would, absent the termination of the Executive’s employment, have vested within the 12 months following the date of termination of her employment shall immediately vest and become exercisable.

(c)     Upside Stock Options. No later than 60 days following the Effective Date, Parent shall grant the Executive non-qualified options to purchase 7,500 additional Shares under the Stock Incentive Plan, which number will be adjusted, if applicable, pursuant to Section 3.3 of the Stock Incentive Plan (the “Upside Options”). All of the Upside Options will vest, subject to the Executive’s continued employment with Parent and the Company, in the event that Clayton, Dubilier & Rice, LLC and its affiliated investment funds, including CD&R Vector Holdings, L.P. (the “CD&R Funds”), earn an Investor Return (as defined in Exhibit B hereto) of at least 3.0 times on all of their Aggregate Initial Investment (as defined in Exhibit B hereto) in Parent. The exercise price per Share covered by the Upside Options shall be $300 per Share. The terms and conditions applicable to the Executive’s acquisition, holding and disposition of the Upside Options shall be set forth in a stock option agreement that is substantially in the form customarily used by Parent for grants of Upside Options to other members of the Company’s senior management (it being understood that the terms and conditions applicable to the Upside Options will differ in certain material respects from the Base Options, including that the Upside Options will not have the Base Options’ special vesting provisions associated with a Change in Control and Qualifying Termination).

(d)     The Stock Incentive Plan and the agreements governing the Executive’s acquisition, holding and disposition of the Shares, the Base Options and the Upside Options are referred to in this Agreement as the “Equity Documentation.”

6.     Reimbursement of Expenses. During the Term of Employment, the Company will promptly reimburse the Executive (or pay directly) for reasonable and documented travel, entertainment and other expenses reasonably incurred by the Executive in connection with the performance of her duties hereunder and, in each case, in accordance with the policies, rules, customs and usages promulgated by Parent or the Company and in effect from time to time and applicable law. Any payments due under this Section 6 will be payable in accordance with the Company’s usual payroll practices.

7.     Benefits

During the Term of Employment, the Executive shall be entitled to participate in and be covered by any insurance plan (including but not limited to medical, dental, health, accident, hospitalization and disability), 40l(k), profit sharing or other employee benefit plan of the Company, to the same extent and on substantially the same terms as such benefits are or may be provided by the Company, at the sole discretion of the Board, from time to time to other members of the senior management of the Company, and in all circumstances in accordance with the policies, rules, customs and usages promulgated by the Company and in effect from time to time.

8.     Notice

Any notice, request, demand or other communication required or permitted to be given under this Agreement shall be given in writing and if delivered personally, or sent by certified or

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registered mail, return receipt requested, as follows (or to such other addressee or address as shall be set forth in a notice given in the same manner):

(a)     If to the Executive, to the Executive at the address most recently contained in the Company’s records (which the Executive shall update as necessary)

(b)     If to Parent or the Company:

agilon health, inc.

1 World Trade Center, Suite 2050

Long Beach, CA 90831

Attention: Ronald Kuerbitz

with copies to (which shall not constitute notice):

Clayton, Dubilier & Rice, LLC

375 Park Avenue, 18^th Floor

New York, New York 10152

Attention: Ravi Sachdev

Fax: (212) 407-5252

Debevoise & Plimpton

919 Third Avenue

New York, NY 10022

Attention: Meir Katz, Esq.

Fax: (212) 521-7615

Any such notices shall be deemed to be given on the date personally delivered or such return receipt is issued.

9.     Executive’s Representation

The Executive hereby represents and warrants to Parent and the Company that the Executive has carefully reviewed this Agreement and has consulted with such advisors as the Executive considers appropriate in connection with this Agreement, and is not subject to any covenants, agreements or restrictions, including without limitation any covenants, agreements or restrictions arising out of the Executive’s prior employment, which would be breached or violated by Executive’s execution of this Agreement or by the Executive’s performance of her duties hereunder. In addition, the Executive hereby represents, warrants and covenants to Parent and the Company that, other than the Approved Outside Interests, as of the date hereof she does not have and during the Term of Employment (without the Board’s prior approval) she will not have any professional relationships with (whether as an employee, director, officer, consultant or advisor, and whether or not for compensation) or commitments to any individual or entity (other than Parent and the Company) that operates or conducts (or, to the Executive’s knowledge, intends to operate or conduct) any business of the types in which Parent, the Company, or any of their respective subsidiaries or their affiliated independent physician associations are engaged.

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10.     Other Matters

The Executive agrees and acknowledges that the obligations owed to the Executive under this Agreement are solely the obligations of the Company and Parent, and that none of the stockholders, directors, officers, affiliates, representatives, agents or lenders of or to Company or Parent will have any obligations or liabilities in respect of this Agreement and the subject matter hereof, to the extent allowed by law.

11.     Partial Invalidity; Severability

In case any one or more of the provisions or parts of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement or any other jurisdiction, but this Agreement shall be reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted in such jurisdiction.

12.     Waiver of Breach; Specific Performance

The waiver by the Company, Parent or the Executive of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other breach of any other party. Each of the parties to this Agreement will be entitled to enforce its respective rights under this Agreement and to exercise all other rights existing in its favor. In the event either party takes legal action to enforce any of the terms or provisions of this Agreement, the nonprevailing party shall pay the successful party’s costs and expenses, including but not limited to, attorneys’ fees, incurred in such action.

13.     Assignment

Neither the Executive, on the one hand, nor the Company or Parent, on the other hand, may assign, transfer, pledge, hypothecate, encumber or otherwise dispose of this Agreement or any of her or its respective rights or obligations hereunder, without the prior written consent of the other, provided that the Company may assign its rights and obligations under this Agreement to another wholly-owned subsidiary of Parent that employs members of agilon health’s senior management.

14.     Amendment; Entire Agreement

This Agreement may not be changed orally but only by an agreement in writing agreed to by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. This Agreement and the Equity Documentation embody the entire agreement and understanding of the parties hereto in respect of the subject matter of this Agreement, and supersede and replace all prior agreements, understandings and commitments with respect to such subject matter.

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15.     Governing Law; Choice of Forum

THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE. IN THE EVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (1) AGREE UNDER ALL CIRCUMSTANCES ABSOLUTELY AND IRREVOCABLY TO INSTITUTE ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN A COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE CENTRAL DISTRICT OF CALIFORNIA, WHETHER A STATE OR FEDERAL COURT; (2) AGREE THAT IN THE EVENT OF ANY SUCH LITIGATION, PROCEEDING OR ACTION, SUCH PARTIES WILL CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH COURT DESCRIBED IN CLAUSE (1) OF THIS SECTION AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS (IT BEING UNDERSTOOD THAT NOTHING IN THIS SECTION SHALL BE DEEMED TO PREVENT ANY PARTY FROM SEEKING TO REMOVE ANY ACTION TO A FEDERAL COURT IN THE CENTRAL DISTRICT OF CALIFORNIA); (3) IRREVOCABLY CONSENT TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT TO SUCH PARTY AT SUCH PARTY’S ADDRESS SPECIFIED IN SECTION 8; (4) AGREE TO WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH LITIGATION, PROCEEDING OR ACTION IN ANY SUCH COURT OR THAT ANY SUCH LITIGATION, PROCEEDING OR ACTION WAS BROUGHT IN ANY INCONVENIENT FORUM; AND (5) AGREE, AFTER CONSULTATION WITH COUNSEL, TO WAIVE ANY RIGHTS TO A JURY TRIAL TO RESOLVE ANY DISPUTES OR CLAIMS RELATING TO THIS AGREEMENT. THE CHOICE OF FORUM SET FORTH IN THIS SECTION 15 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY ACTION UNDER THIS AGREEMENT IN ANY OTHER JURISDICTION.

16.     Further Action

The Executive, the Company and Parent agree to perform any further acts and to execute and deliver any documents which may be reasonable to carry out the provisions hereof.

17.     Counterparts

This Agreement may be executed in counterparts, including facsimiles thereof, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

18.     Payments by Subsidiaries

The Executive acknowledges that one or more payments hereunder may be paid by one or more of the Parent’s or the Company’s subsidiaries, and the Executive agrees that any such payment made by such subsidiary shall satisfy the obligations of Parent and the Company hereunder with respect to (but only to the extent of) such payment.

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19.     Tax Matters

The Executive acknowledges that the payments and benefits provided under the terms of this Agreement shall constitute taxable income to the extent provided in the applicable provisions of the United States Internal Revenue Code of 1986, as amended, and any successor thereto and applicable regulations thereunder (the “Code”) and other applicable tax laws. Moreover, the Executive understands and acknowledges that Parent and the Company have not provided any advice regarding her tax liability resulting from this Agreement and that she has been advised to consult with her personal tax advisor or legal counsel as to the taxability of the payments and benefits provided under this Agreement, including the equity investment and awards provided under Section 5. The Executive shall be solely responsible for taxes imposed on her by reason of any payments or benefits provided under this Agreement (including, without limitation, Section 6) and all such payments and benefits shall be subject to applicable federal, state, local and foreign withholding requirements. All payments to be made or benefits to be provided to the Executive pursuant to this Agreement shall be made net of all applicable income and employment taxes required to be withheld from such payments pursuant to any applicable law or regulation.

20.     Applicability of Section 409A of the Code

To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of the Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (iii) subject to any shorter time periods provided in any expense reimbursement policy of the Company, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and (iv) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses. In addition, with respect to any payments or benefits subject to Section 409A of the Code, reference to the Executive’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Executive’s “separation from service” (as determined under Treas. Reg. Section 1.409A-l(h), as uniformly applied by the Company) with the Company. Whenever a provision under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Executive’s right to receive any installment payments hereunder shall, for purposes of Section 409 A, be treated as a right to receive a series of separate and distinct payments. If the timing of the Executive’s execution of a general release of claims pursuant to Section 3(i) could impact the calendar year in which any payment under this Agreement that is subject to Section 409A of the Code will be made, such payment will be made in the later calendar year.

Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Section 409A of the Code at the time of the Executive’s separation from service (other than due to death), then any payment under this Agreement that is

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subject to Section 409A of the Code and that is payable by reason of the Executive’s separation from service within the first six months following the Executive’s separation from service will become payable on the first payroll date that occurs on or after the date six months and one day following the date of the Executive’s separation from service. All subsequent related payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Executive dies following the Executive’s separation from service, but prior to the six month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Executive’s death and all other related payments will be payable in accordance with the payment schedule applicable to each payment or benefit.

The foregoing provisions are intended to comply with the requirements of Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A of the Code, and, if any ambiguity is found herein with respect to such payments or benefits, any such ambiguities will be interpreted to so comply. If any payment or benefits subject to Section 409A of the Code could be construed not to comply with Section 409A of the Code, the Company and the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A of the Code.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

EXECUTIVE
/s/ Lisa Dombro
Name:	Lisa Dombro
AGILON HEALTH, INC.
/s/ Ronald Kuerbitz
Name:	Ronald Kuerbitz
Title:	CEO
AGILON HEALTH HOLDINGS, INC.
/s/ Ronald Kuerbitz
Name:	Ronald Kuerbitz
Title:	CEO

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EX-10.3.1

Exhibit 10.3.1

AMENDMENT TO

EMPLOYMENT AGREEMENT

This Amendment (“Amendment”) is made and entered into effective as of July 1, 2020 (“Effective Date”), and hereby amends the Employment Agreement by and between Lisa Dombro (the “Executive”), Agilon Health Holdings, Inc., a Delaware corporation (“Parent”), and agilon health, inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Company”), dated as of April 20, 2017 (the “Agreement”).

Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.

RECITALS:

WHEREAS, the Parties desire to amend the Agreement as more specifically described below.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

A. Paragraph 3(e) is deleted in its entirety and replaced with the following:

3.           (e) As used in this Agreement, “Good Reason” shall mean any of the following, without the Executive’s written consent:

(i) a diminution of the Executive’s Base Salary from the amount set forth in Section 4(a);

(ii) a diminution of the Executive’s target annual bonus opportunity, at target performance levels, from the Executive’s annual bonus opportunity, at target performance levels, during the immediately preceding annual bonus measurement period (it being understood that the actual amount of the annual bonus and performance criteria shall be subject to Section 4(b) and that the Board’s decision to award an amount less than the target amount shall not constitute Good Reason);

(iii) a material diminution in the Executive’s authority, duties, change in direct reporting position to the Chief Executive Officer, or change in responsibilities as Senior Vice President, Growth & Innovation of Parent and the Company;

(iv) the relocation of the Executive’s principal place of employment to a location that is not within 50 miles of the Chicago, Illinois metropolitan area;

(v) a material diminution of Executive’s participation in attendance at Board meetings, operating partner reviews, the JP Morgan conference or other industry conferences of similar stature attended by agilon health leaders, investor meetings, other direct engagement with Board members and industry influencers, as reasonably defined;

(vi) a material breach by the Company or Parent of any written agreement between the Executive, on the one hand, and any of the Parent, Company, or their controlled affiliates or subsidiaries, on the other hand (including, but not limited to, this Agreement and the Equity Documentation).

(viii) Through December 31, 2022, assuming continued strong performance as determined by CEO, a diminution of the Total Compensation paid to Executive as it compares to the average Total Compensation paid to the following cohorts: Veeral Desai, Ben Shaker, Ben Kornitzer and Joan Danieley. For purposes of this Paragraph 3(e)(vii), Total Compensation shall mean Base Salary, Annual Bonus and Equity value.

Prior to any termination for Good Reason, the Executive must provide written notice to the Company within 60 days following the date on which she discovers an alleged Good Reason event setting forth in reasonable detail the conduct alleged to be a basis for a termination for Good Reason. The Executive shall not have the right to terminate his employment for Good Reason (i) if, within the 30-day period following delivery of the Executive’s written notice, the Company or Parent, as applicable, shall have cured the conduct alleged to be a basis for termination for Good Reason and (ii) absent such cure, unless the Executive actually terminates employment within 45 days following the end of the Company’s Cure Period.

B. Paragraph 4(a) is deleted in its entirety and replaced with the following:

4. Compensation. The Company shall pay compensation to the Executive as follows:

(a)    Base Salary. During the Term of Employment, the Company shall pay to the Executive as base compensation for her services hereunder, on the Company’s regular payroll dates, a base salary at a rate of not less than $350,000 per annum (“Base Salary”).

C. Paragraph 8(b) is amended to delete the reference to “Ronald Kuerbitz” and replace such reference with “Chief Executive Officer.”

D. This Amendment and the Agreement, as amended hereby, contain the entire understanding of the parties hereto with respect to the subject matter contained herein and therein. There are no restrictions, promises, warranties, covenants, or undertakings other than those expressly provided for herein and therein. This Amendment and the Agreement supersede all prior agreements and undertakings between the Parties with respect to such subject matter.

E. Except as expressly provided in this Amendment, all of the terms and conditions of the Agreement shall remain unchanged and in full force and effect.

F. This Amendment may be executed in one or more counterparts executed and delivered via facsimile transmission or via email with scan attachment and will become effective when one or more counterparts have been signed by each of the parties hereto.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered effective as of the Effective Date.

EXECUTIVE

Lisa Dombro

/s/ Lisa Dombro

AGILON HEALTH, INC.:
By:	/s/ Steven Sell
Name:	Steven Sell
Its:	CEO
AGILON HEALTH HOLDINGS, INC.
By:	/s/ Steven Sell
Name	Steven Sell
Its:	CEO

[Signature page to Amendment to Employment Agreement – Lisa Dombro]

EX-10.4

Exhibit 10.4

CONFIDENTIAL

EXECUTION COPY

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), dated as of December 5, 2019, is entered into by and between Ben Kornitzer (the “Executive”) and agilon health, inc., a Delaware corporation (the “Company”) and will be effective as of the Effective Date.

W I T N E S S E T H:

WHEREAS, the Company desires to employ the Executive as Chief Medical Officer of the Company and the Executive desires to provide services to the Company in such capacity, in each case pursuant to the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Nature of Employment

Subject to Section 3, effective as of the Effective Date (as defined below) and continuing during the Term of Employment, the Company shall employ the Executive, and the Executive agrees to accept employment, as the Chief Medical Officer of the Company and in such position to undertake the duties and responsibilities commensurate with such position and as may be reasonably assigned to the Executive from time to time by the Company. During the Term of Employment (as defined below), the Executive shall report to the Chief Executive Officer of the Company (the “CEO”), or, if directed by the CEO, to another senior executive of the Company.

2. Extent of Employment

(a) During the Term of Employment, the Executive shall perform their obligations hereunder faithfully and to the best of their ability at the place of employment provided in Section 2(d), as directed pursuant to Section 1, and shall abide by the policies from time to time established by the Company.

(b) During the Term of Employment, the Executive shall devote all of their business time, energy and skill as may be reasonably necessary for the performance of their duties, responsibilities and obligations hereunder (except for vacation periods and reasonable periods of illness or other incapacity).

(c) As of the date hereof, the Executive does not have any ownership interests (other than ownership of less than 1% of the outstanding stock of a publicly-traded company) or professional relationships with (whether as an employee, director, officer, consultant or advisor, and whether or not for compensation) or professional commitments to any person or entity (other than the Company and its affiliates).

(d) During the Term of Employment, the principal place of Executive’s employment shall be in their home office, with regular and frequent travel, as needed.

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3. Term of Employment; Termination

(a) The “Term of Employment” shall commence on January 15, 2020 or such other date mutually agreed in writing between the Executive and the Company on which the Executive commences employment with the Company (“Effective Date”), and shall continue until the Executive’s employment is terminated by the Company pursuant to Section 3(b) or by the Executive pursuant to Section 3(c).

(b) Subject to the payments contemplated by Section 3(f), the Executive’s employment may be terminated at any time by the Company:

(i) upon the death of the Executive;

(ii) in the event that, because of physical or mental disability, the Executive is unable to perform, and does not perform, in the opinion of the Company and as certified in writing by a competent medical physician selected by the mutual agreement of the Company and the Executive or their legal representative, their duties hereunder for a period of 180 days out of any 270-day period (“Disability”);

(iii) for Cause; or

(iv) for any other reason or no reason, it being understood that no reason shall be required for termination of the Executive’s employment.

The Executive acknowledges that nothing contained herein or otherwise stated by or on behalf of the Company modifies or amends the right of the Company to terminate the Executive at any time, with or without Cause. Termination shall become effective upon death or the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Sections 3(b)(ii) – (iv)) subject to any requirement for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable.

(c) Subject to the payments contemplated by Section 3(f), the Executive’s employment may be terminated at any time by the Executive:

(i) upon the death of the Executive;

(ii) in the event of Disability;

(iii) for Good Reason; or

(iv) for any other reason or no reason (a “Voluntary Termination”).

(d) As used in this Agreement, “Cause” shall mean any of the following:

(i) the Executive’s conviction of a crime involving moral turpitude, embezzlement, fraud, conversion of property or false statements or other similar acts or any other felony;

(ii) the Executive’s gross negligence or continued willful failure (other than by reason of death or Disability) to perform their material employment-related duties for the Company and its subsidiaries;

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(iii) the Executive’s violation of a material provision of any written Company subsidiary policy as in effect from time to time that has been communicated to the Executive, which violation is not cured within 30 days after the Company delivers written notice to the Executive that identifies and describes the alleged violation in reasonable detail (the “Cure Period”);

(iv) the Executive’s material breach of any written agreement with the Company or any of its affiliates to which the Executive is a party or by which the Executive is bound (including, but not limited to, this Agreement and an Employee Stock Option Agreement with the Company’s affiliate) which breach is not cured within the Cure Period; provided that it shall be presumed that any material breach of the restrictive covenants contained in the Employee Stock Option Agreement is not capable of being cured for purposes of this definition of “Cause”;

(v) the Executive’s breach of Section 2(c) or the last sentence of Section 8; or

(vi) the Executive engaging in conduct that causes material harm to the name, reputation or business interests of the Company, or any of its respective affiliates, including any affiliated independent physician association, which harm is not cured within 30 days after the Company delivers written notice to the Executive that identifies and describes the alleged conduct and harm in reasonable detail.

For purposes of this provision, (A) no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company and (B) any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the board of directors of the Company or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

A termination for Cause shall be deemed to include a determination by the Company within 90 days following the Executive’s Voluntary Termination that circumstances existed prior to such termination for the Company to have terminated the Executive’s employment for Cause; provided that in such event the Executive shall first be provided with any applicable cure rights to the extent available; and provided, further, that this sentence shall not apply to any circumstances actually known to the CEO 60 or more days prior to the date of Executive’s Voluntary Termination.

(e) As used in this Agreement, “Good Reason” shall mean any of the following, without the Executive’s written consent:

(i) a diminution of the Executive’s Base Salary from the amount set forth in Section 4(a);

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(ii) a diminution of the Executive’s target annual bonus opportunity, at target performance levels, from the Executive’s annual bonus opportunity, at target performance levels, during the immediately preceding annual bonus measurement period (it being understood that the actual amount of the annual bonus and performance criteria shall be subject to Section 4(b) and that the Board’s decision to award an amount less than the target amount shall not constitute Good Reason); or

(iii) a material diminution in the Executive’s authority, duties or responsibilities as Chief Medical Officer of the Company.

Prior to any termination for Good Reason, the Executive must provide written notice to the Company within 60 days following the date on which she discovers an alleged Good Reason event setting forth in reasonable detail the conduct alleged to be a basis for a termination for Good Reason. The Executive shall not have the right to terminate his employment for Good Reason (i) if, within the 30-day period following delivery of the Executive’s written notice, the Company or Parent, as applicable, shall have cured the conduct alleged to be a basis for termination for Good Reason and (ii) absent such cure, unless the Executive actually terminates employment within 45 days following the end of the Company’s Cure Period.

(f) The Executive shall be entitled to certain payments upon termination of their employment, as follows:

(i) In the event the Executive’s employment is terminated for any reason, the Executive shall be entitled to receive their Base Salary through the effective date of termination, any accrued benefits unpaid as of the effective date of termination, any expense reimbursements related to expenses reimbursable hereunder that are incurred through the effective date of termination, and other benefits required by law to be provided to the Executive after termination of employment, in each case when paid according to the Company’s applicable lawful policies and standard practices and the lawful terms of this Agreement (the “Base Termination Compensation”).

(ii) In the event the Executive’s employment is terminated by the Company for any reason other than for Cause (and for the avoidance of doubt not death or Disability), then the Executive shall be entitled to (A) the Base Termination Compensation, and (B) severance pay (“Severance Pay”) equal to 24 months of the Executive’s base salary, at the rate in effect at the effective time of termination, to be paid in equal installments over 24 months on the Company’s normal payroll dates following the date of termination, except that the first installment of such payment shall be paid on the 60th day following the termination date and shall include all installments that would have been paid if the release of claims referred to in Section 3(i) had been effective at the date of termination. (Any payment of the Executive’s Base Salary after termination of their employment shall be made in accordance with the Company’s regular payroll practices.) Other than solely in connection with any vested employee stock options of a Company affiliate held by the Executive at the time of their termination of employment, there will be no additional amounts owing by the Company to the Executive from and after a termination of the Executive’s employment of the nature contemplated by this clause (ii) of Section 3(f).

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(iii) If the Executive’s employment is terminated for Cause, then the Executive shall be entitled to the Base Termination Compensation.

(iv) If the Executive’s employment is terminated for Good Reason, then the Executive shall be entitled to the Base Termination Compensation plus Severance Pay plus a pro rated bonus determined and paid in accordance with the Company’s regular policies and procedures applied to similar executive positions. Other than solely in connection with any vested employee stock options of a Company affiliate held by the Executive at the time of their termination of employment, there will be no additional amounts owing by the Company to the Executive from and after such termination of the nature contemplated by this clause (iv) of Section 3(f).

(v) If the Executive’s employment is terminated due to a Voluntary Termination, then the Executive shall be entitled to the Base Termination Compensation. Other than solely in connection with any vested employee stock options of a Company affiliate held by the Executive at the time of their termination of employment, there will be no additional amounts owing by the Company to the Executive from and after such termination of the nature contemplated by this clause (v) of Section 3(f).

(vi) If the Executive’s employment is terminated due to the Executive’s death or Disability, then the Executive shall be entitled to the Base Termination Compensation and, if terminated due to Disability, the Benefit Continuation. Other than solely in connection with any vested employee stock options of a Company affiliate held by the Executive at the time of their termination of employment, there will be no additional amounts owing by the Company to the Executive from and after such termination of the nature contemplated by this clause (vi) of Section 3(f).

(g) Termination of the Executive’s employment will not terminate Sections 3(f) through (i) and 7 through 19 or any other provisions not associated specifically with the Term of Employment.

(h) Any provision herein to the contrary notwithstanding, if, following their termination of employment, the Executive materially breaches any restrictive covenant contained in the employee stock option agreement with the Company’s affiliate to which Executive is a party or, without the Company’s prior written consent, competes with the business of the Company and its subsidiaries as then conducted, then from and after the date of such employment or engagement, the Company shall have no further payment or benefit obligations under Section 3(f)(ii).

(i) In the event the Executive’s employment is terminated and the Company is obligated to make payments pursuant to Section 3(f)(ii), other than the Base Termination Compensation, it shall be a condition to such payments that, within 30 days following the date of termination, the Executive enter into a general release of claims, substantially in the form attached hereto.

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(j) Upon termination of the Executive’s employment for any reason, the Executive shall be deemed to have resigned from all positions with the Company and its affiliates, including the Company, and, at the Company’s request, the Executive shall promptly deliver written evidence of such resignation.

4. Compensation. The Company shall pay compensation to the Executive as follows:

(a) Base Salary. During the Term of Employment, the Company shall pay to the Executive as base compensation for their services hereunder, on the Company’s regular payroll dates, a base salary at a rate of not less than $500,000 per annum (“Base Salary”).

(b) Annual Bonus. For each fiscal year during the Term of Employment, the Executive will be eligible for an annual bonus with a target payment equal to 75% of the Executive’s Base Salary based on the Executive’s achievement of pre-established performance goals and conditions established jointly by Executive and the CEO of the Company in accordance with the annual bonus plan then applicable to senior management of the Company (the “Bonus Plan”). Under the Bonus Plan, the actual amount of any bonus paid for any fiscal year shall be determined by the Company based on its assessment of the actual performance against such goals against the goals and conditions established for the year. Any annual bonus payable to the Executive for a fiscal year shall be paid to the Executive not later than two and a half months following the end of such fiscal year to which the performance relates. It shall be a condition to the payment of any annual bonus that the Executive remain employed through the last day of the applicable fiscal year. The amount of Executive’s bonus for the year 2020 will be guaranteed at 75% of Executive’s Base Salary.

(c) Equity Based Compensation. At the next regularly scheduled meeting of the compensation committee of the board of directors of the Company, the CEO shall recommend to the compensation committee that the Executive be awarded Base Options to purchase 5,500 shares of common stock and Upside Options to purchase 2,500 shares of common stock of the Company, subject to the terms and conditions of the Company’s equity compensation plan and pursuant to terms and conditions established by the compensation committee consistent with terms generally extended to similar executive positions. Following this initial grant, Executive shall be entitled to participate in subsequent equity-based compensation grants pursuant to the Company’s regular policies and procedures as applied to similar executive positions.

5. Reimbursement of Expenses. During the Term of Employment, the Company will promptly reimburse the Executive (or pay directly) for reasonable and documented travel, entertainment and other expenses reasonably incurred by the Executive in connection with the performance of their duties hereunder and, in each case, in accordance with the policies, rules, customs and usages promulgated by the Company and in effect from time to time and applicable law. Any payments due under this Section 5 will be payable in accordance with the Company’s usual payroll practices.

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6. Benefits

During the Term of Employment, the Executive shall be entitled to participate in and be covered by any insurance plan (including but not limited to medical, dental, health, accident, hospitalization and disability), 401(k), profit sharing or other employee benefit plan of the Company, to the same extent and on substantially the same terms as such benefits are or may be provided by the Company, at its sole discretion, from time to time to other members of the senior management of the Company, and in all circumstances in accordance with the policies, rules, customs and usages promulgated by the Company and in effect from time to time.

7. Notice

Any notice, request, demand or other communication required or permitted to be given under this Agreement shall be given in writing and if delivered personally, or sent by certified or registered mail, return receipt requested, as follows (or to such other addressee or address as shall be set forth in a notice given in the same manner):

(a) If to the Executive, to the Executive at the address most recently contained in the Company’s records (which the Executive shall update as necessary)

(b) If to the Company:

agilon health, inc.

1 World Trade Center, Suite 2050

Long Beach, CA 90831

Attention: CEO

with a copy to (which shall not constitute notice):

Debevoise & Plimpton

919 Third Avenue New York, NY 10022

Attention: Meir Katz, Esq.

Fax: (212) 521-7615

Any such notices shall be deemed to be given on the date personally delivered or such return receipt is issued.

8. Executive’s Representation

The Executive hereby represents and warrants to the Company that the Executive has carefully reviewed this Agreement and has consulted with such advisors as the Executive considers appropriate in connection with this Agreement, and is not subject to any covenants, agreements or restrictions, including without limitation any covenants, agreements or restrictions arising out of the Executive’s prior employment, which would be breached or violated by Executive’s execution of this Agreement or by the Executive’s performance of their duties hereunder. In addition, the Executive hereby represents, warrants and covenants to the Company that, as of the date hereof their does not have and during the Term of Employment (without the Company’s prior approval) they will not have any professional

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relationships with (whether as an employee, director, officer, consultant or advisor, and whether or not for compensation) or commitments to any individual or entity (other than the Company) that operates or conducts (or, to the Executive’s knowledge, intends to operate or conduct) any business of the types in which the Company, or any of its subsidiaries or affiliated independent physician associations is engaged.

9. Other Matters

The Executive agrees and acknowledges that the obligations owed to the Executive under this Agreement are solely the obligations of the Company, and that none of the stockholders, directors, officers, affiliates, representatives, agents or lenders of or to Company or any of its affiliates will have any obligations or liabilities in respect of this Agreement and the subject matter hereof, to the extent allowed by law.

10. Partial Invalidity; Severability

In case any one or more of the provisions or parts of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement or any other jurisdiction, but this Agreement shall be reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted in such jurisdiction.

11. Waiver of Breach; Specific Performance

The waiver by the Company or the Executive of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other breach of any other party. Each of the parties to this Agreement will be entitled to enforce its respective rights under this Agreement and to exercise all other rights existing in its favor. In the event either party takes legal action to enforce any of the terms or provisions of this Agreement, the nonprevailing party shall pay the successful party’s costs and expenses, including but not limited to, attorneys’ fees, incurred in such action.

12. Assignment

Neither the Executive, on the one hand, nor the Company, on the other hand, may assign, transfer, pledge, hypothecate, encumber or otherwise dispose of this Agreement or any of their or its respective rights or obligations hereunder, without the prior written consent of the other, provided that the Company may assign its rights and obligations under this Agreement to another wholly-owned subsidiary of Parent that employs members of agilon health’s senior management.

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13. Amendment; Entire Agreement

This Agreement may not be changed orally but only by an agreement in writing agreed to by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. This Agreement and the Employee Stock Option Agreement embody the entire agreement and understanding of the parties hereto in respect of the subject matter of this Agreement, and supersedes and replaces all prior agreements, understandings and commitments with respect to such subject matter.

14. Governing Law; Choice of Forum

THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE. IN THE EVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (1) AGREE UNDER ALL CIRCUMSTANCES ABSOLUTELY AND IRREVOCABLY TO INSTITUTE ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN A COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE CENTRAL DISTRICT OF CALIFORNIA, WHETHER A STATE OR FEDERAL COURT; (2) AGREE THAT IN THE EVENT OF ANY SUCH LITIGATION, PROCEEDING OR ACTION, SUCH PARTIES WILL CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH COURT DESCRIBED IN CLAUSE (1) OF THIS SECTION AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS (IT BEING UNDERSTOOD THAT NOTHING IN THIS SECTION SHALL BE DEEMED TO PREVENT ANY PARTY FROM SEEKING TO REMOVE ANY ACTION TO A FEDERAL COURT IN THE CENTRAL DISTRICT OF CALIFORNIA); (3) IRREVOCABLY CONSENT TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT TO SUCH PARTY AT SUCH PARTY’S ADDRESS SPECIFIED IN SECTION 7; (4) AGREE TO WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH LITIGATION, PROCEEDING OR ACTION IN ANY SUCH COURT OR THAT ANY SUCH LITIGATION, PROCEEDING OR ACTION WAS BROUGHT IN ANY INCONVENIENT FORUM; AND (5) AGREE, AFTER CONSULTATION WITH COUNSEL, TO WAIVE ANY RIGHTS TO A JURY TRIAL TO RESOLVE ANY DISPUTES OR CLAIMS RELATING TO THIS AGREEMENT. THE CHOICE OF FORUM SET FORTH IN THIS SECTION 14 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY ACTION UNDER THIS AGREEMENT IN ANY OTHER JURISDICTION.

15. Further Action

The Executive and the Company agree to perform any further acts and to execute and deliver any documents which may be reasonable to carry out the provisions hereof.

16. Counterparts

This Agreement may be executed in counterparts, including facsimiles thereof, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

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17. Payments by Subsidiaries

The Executive acknowledges that one or more payments hereunder may be paid by one or more of the Company’s subsidiaries, and the Executive agrees that any such payment made by such subsidiary shall satisfy the obligations of the Company hereunder with respect to (but only to the extent of) such payment.

18. Tax Matters

The Executive acknowledges that the payments and benefits provided under the terms of this Agreement shall constitute taxable income to the extent provided in the applicable provisions of the United States Internal Revenue Code of 1986, as amended, and any successor thereto and applicable regulations thereunder (the “Code”) and other applicable tax laws. Moreover, the Executive understands and acknowledges that the Company have not provided any advice regarding their tax liability resulting from this Agreement and that they have been advised to consult with their personal tax advisor or legal counsel as to the taxability of the payments and benefits provided under this Agreement. The Executive shall be solely responsible for taxes imposed on them by reason of any payments or benefits provided under this Agreement and all such payments and benefits shall be subject to applicable federal, state, local and foreign withholding requirements. All payments to be made or benefits to be provided to the Executive pursuant to this Agreement shall be made net of all applicable income and employment taxes required to be withheld from such payments pursuant to any applicable law or regulation.

19. Applicability of Section 409A of the Code

To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of the Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (iii) subject to any shorter time periods provided in any expense reimbursement policy of the Company, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and (iv) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses. In addition, with respect to any payments or benefits subject to Section 409A of the Code, reference to the Executive’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Executive’s “separation from service” (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the Company) with the Company. Whenever a provision under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Executive’s right to

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receive any installment payments hereunder shall, for purposes of Section 409A, be treated as a right to receive a series of separate and distinct payments. If the timing of the Executive’s execution of a general release of claims pursuant to Section 3(i) could impact the calendar year in which any payment under this Agreement that is subject to Section 409A of the Code will be made, such payment will be made in the later calendar year.

Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Section 409A of the Code at the time of the Executive’s separation from service (other than due to death), then any payment under this Agreement that is subject to Section 409A of the Code and that is payable by reason of the Executive’s separation from service within the first six months following the Executive’s separation from service will become payable on the first payroll date that occurs on or after the date six months and one day following the date of the Executive’s separation from service. All subsequent related payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Executive dies following the Executive’s separation from service, but prior to the six month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Executive’s death and all other related payments will be payable in accordance with the payment schedule applicable to each payment or benefit.

The foregoing provisions are intended to comply with the requirements of Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A of the Code, and, if any ambiguity is found herein with respect to such payments or benefits, any such ambiguities will be interpreted to so comply. If any payment or benefits subject to Section 409A of the Code could be construed not to comply with Section 409A of the Code, the Company and the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A of the Code.

[Signature Page Follows]

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[Signature Page – Employment Agreement- Kornitzer]

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

EXECUTIVE

/s/ Dr. Ben Kornitzer                      12/06/2019

Name: Dr. Ben Kornitzer

AGILON HEALTH, INC.

/s/ Ronald J. Kuerbitz                     12.06.19

Name: Ronald J. Kuerbitz

Title:    Chief Executive Officer

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EX-10.5

Exhibit 10.5

CONFIDENTIAL

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), dated as of 01/11/2021 is entered into by and between Timothy Bensley (the “Executive”) and agilon health, inc., a Delaware corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, Executive is currently employed as Chief Financial Officer of the Company;

WHEREAS, in recognition of Executive’s role with the Company, the Company and Executive desire to enter into this Agreement in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Nature of Employment

Subject to Section 3, during the Term of Employment, the Company shall continue to employ the Executive, and the Executive agrees to continue employment, as the Chief Financial Officer of the Company and in such position to continue to perform the duties and responsibilities commensurate with such position and as may be reasonably assigned to the Executive from time to time by the Company. During the Term of Employment (as defined below), the Executive shall continue to report to the Chief Executive Officer of the Company (the “CEO”), or, if directed by the CEO, to another senior executive of the Company.

2. Extent of Employment

(a) During the Term of Employment, the Executive shall perform their obligations hereunder faithfully and to the best of their ability at the place of employment provided in Section 2(d), as directed pursuant to Section 1, and shall abide by the policies from time to time established by the Company.

(b) During the Term of Employment, the Executive shall devote all of their business time, energy and skill as may be reasonably necessary for the performance of their duties, responsibilities and obligations hereunder (except for vacation periods and reasonable periods of illness or other incapacity).

(c) As of the date hereof, the Executive does not have any ownership interests (other than ownership of less than 1% of the outstanding stock of a publicly-traded company) or professional relationships with (whether as an employee, director, officer, consultant or advisor, and whether or not for compensation) or professional commitments to any person or entity (other than the Company and its affiliates).

(d) During the Term of Employment, the principal place of Executive’s employment shall be in their home office or at a location agreed to by CEO, with regular and frequent travel to all Company Offices where agilon health personnel are located.

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3. Term of Employment; Termination

(a) The “Term of Employment” shall continue until the Executive’s employment is terminated by the Company pursuant to Section 3(b) or by the Executive pursuant to Section 3(c).

(b) Subject to the payments contemplated by Section 3(e), the Executive’s employment may be terminated at any time by the Company:

(i) upon the death of the Executive;

(ii) in the event that, because of physical or mental disability, the Executive is unable to perform, and does not perform, in the opinion of the Company and as certified in writing by a competent medical physician selected by the mutual agreement of the Company and the Executive or their legal representative, their duties hereunder for a period of 180 days out of any 270-day period (“Disability”);

(iii) for Cause; or

(iv) for any other reason or no reason, it being understood that no reason shall be required for termination of the Executive’s employment.

The Executive acknowledges that nothing contained herein or otherwise stated by or on behalf of the Company modifies or amends the right of the Company to terminate the Executive at any time, with or without Cause. Termination shall become effective upon death or the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Sections 3(b)(ii) – (iv)) subject to any requirement for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable.

(c) Subject to the payments contemplated by Section 3(e), the Executive’s employment may be terminated at any time by the Executive:

(i) upon the death of the Executive;

(ii) in the event of Disability; or

(iii) for any other reason or no reason (a “Voluntary Termination”).

(d) As used in this Agreement, “Cause” shall mean any of the following:

(i) the Executive’s conviction of a crime involving moral turpitude, embezzlement, fraud, conversion of property or false statements or other similar acts or any other felony;

(ii) the Executive’s gross negligence or continued willful failure (other than by reason of death or Disability) to perform their material employment-related duties for the Company and its subsidiaries;

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(iii) the Executive’s violation of a material provision of any written Company subsidiary policy as in effect from time to time that has been communicated to the Executive, which violation is not cured within 30 days after the Company delivers written notice to the Executive that identifies and describes the alleged violation in reasonable detail (the “Cure Period”);

(iv) the Executive’s material breach of any written agreement with the Company or any of its affiliates to which the Executive is a party or by which the Executive is bound (including, but not limited to, this Agreement and an Employee Stock Option Agreement with the Company’s affiliate) which breach is not cured within the Cure Period; provided that it shall be presumed that any material breach of the restrictive covenants contained in the Employee Stock Option Agreement is not capable of being cured for purposes of this definition of “Cause”;

(v) the Executive’s breach of Section 2(c) or the last sentence of Section 8; or

(vi) the Executive engaging in conduct that causes material harm to the name, reputation or business interests of the Company, or any of its respective affiliates, including any affiliated independent physician association.

For purposes of this provision, (A) no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company and (B) any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the board of directors of the Company or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

A termination for Cause shall be deemed to include a determination by the Company within 90 days following the Executive’s Voluntary Termination that circumstances existed prior to such termination for the Company to have terminated the Executive’s employment for Cause; provided that in such event the Executive shall first be provided with any applicable cure rights to the extent available; and provided, further, that this sentence shall not apply to any circumstances actually known to the CEO 60 or more days prior to the date of such termination.

(e) The Executive shall be entitled to certain payments upon termination of their employment, as follows:

(i) In the event the Executive’s employment is terminated for any reason, the Executive shall be entitled to receive their Base Salary through the effective date of termination, any accrued benefits unpaid as of the effective date of termination, any expense reimbursements related to expenses reimbursable hereunder that are incurred through the effective date of termination, and other benefits required by law to be provided to their after termination of employment, in each case when paid according to the Company’s applicable lawful policies and standard practices and the lawful terms of this Agreement (the “Base Termination Compensation”).

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(ii) In the event the Executive’s employment is terminated by the Company for any reason other than for Cause (and for the avoidance of doubt not death or Disability), then the Executive shall be entitled to (A) the Base Termination Compensation, and (B) severance pay equal to 12 months of the Executive’s base salary and target annual bonus, at the rate in effect at the effective time of termination, to be paid in equal installments over 12 months on the Company’s normal payroll dates following the date of termination, except that the first installment of such payment shall be paid on the 60^th day following the termination date and shall include all installments that would have been paid if the release of claims referred to in Section 3(h) had been effective at the date of termination and (Any payment of the Executive’s Base Salary after termination of their employment shall be made in accordance with the Company’s regular payroll practices. Other than solely in connection with any vested employee stock options of a Company affiliate held by the Executive at the time of their termination of employment, there will be no additional amounts owing by the Company to the Executive from and after a termination of the Executive’s employment of the nature contemplated by this clause (ii) of Section 3(e).

(iii) If the Executive’s employment is terminated for Cause, then the Executive shall be entitled to the Base Termination Compensation.

(iv) If the Executive’s employment is terminated due to a Voluntary Termination, then the Executive shall be entitled to the Base Termination Compensation. Other than solely in connection with any vested employee stock options of a Company affiliate held by the Executive at the time of their termination of employment, there will be no additional amounts owing by the Company to the Executive from and after such termination of the nature contemplated by this clause (iv) of Section 3(e).

(v) If the Executive’s employment is terminated due to the Executive’s death or Disability, then the Executive shall be entitled to the Base Termination Compensation and, if terminated due to Disability, the Benefit Continuation. Other than solely in connection with any vested employee stock options of a Company affiliate held by the Executive at the time of their termination of employment, there will be no additional amounts owing by the Company to the Executive from and after such termination of the nature contemplated by this clause (v) of Section 3(e).

(f) Termination of the Executive’s employment will not terminate Sections 3(e) through 3(i) and 7 through 19, or any other provisions not associated specifically with the Term of Employment.

(g) Any provision herein to the contrary notwithstanding, if, following their termination of employment, the Executive materially breaches any restrictive covenant contained in the employee stock option agreement with the Company’s affiliate to which Executive is a party or, without the Company’s prior written consent, competes with the business of the Company and its subsidiaries as then conducted, then from and after the date of such employment or engagement, the Company shall have no further payment or benefit obligations under Section 3(e)(ii).

(h) In the event the Executive’s employment is terminated and the Company is obligated to make payments pursuant to Section 3(e)(ii), other than the Base Termination Compensation, it shall be a condition to such payments that, within 30 days following the date of termination, the Executive enter into a general release of claims, substantially in the form customarily used by the Company.

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(i) Upon termination of the Executive’s employment for any reason, the Executive shall be deemed to have resigned from all positions with the Company and its affiliates, including the Company, and, at the Company’s request, the Executive shall promptly deliver written evidence of such resignation.

4. Compensation. The Company shall pay compensation to the Executive as follows:

(a) Base Salary. During the Term of Employment, the Company shall pay to the Executive as base compensation for their services hereunder, on the Company’s regular payroll dates, a base salary at a rate of not less than $500,000 per annum (“Base Salary”).

(b) Annual Bonus

(i) Generally. For each fiscal year during the Term of Employment, the Executive will be eligible for an annual bonus with a target payment equal to 75% of the Executive’s Base Salary based on the Executive’s achievement of pre-established performance goals and conditions determined by the Company on an annual basis in accordance with the annual bonus plan then applicable to senior management of the Company (the “Bonus Plan”). Under the Bonus Plan, the actual amount of any bonus paid for any fiscal year shall be determined by the Company based on its assessment of the actual performance against such goals against the goals and conditions established for the year. Any annual bonus payable to the Executive for a fiscal year shall be paid to the Executive not later than two and a half months following the end of such fiscal year to which the performance relates. It shall be a condition to the payment of any annual bonus that the Executive remain employed through the last day of the applicable fiscal year.

5. Reimbursement of Expenses. During the Term of Employment, the Company will promptly reimburse the Executive (or pay directly) for reasonable and documented travel, entertainment and other expenses reasonably incurred by the Executive in connection with the performance of their duties hereunder and, in each case, in accordance with the policies, rules, customs and usages promulgated by the Company and in effect from time to time and applicable law. Any payments due under this Section 5 will be payable in accordance with the Company’s usual payroll practices.

6. Benefits

During the Term of Employment, the Executive shall be entitled to participate in and be covered by any insurance plan (including but not limited to medical, dental, health, accident, hospitalization and disability), 401(k), profit sharing or other employee benefit plan of the Company, to the same extent and on substantially the same terms as such benefits are or may be provided by the Company, at its sole discretion, from time to time to other members of the senior management of the Company, and in all circumstances in accordance with the policies, rules, customs and usages promulgated by the Company and in effect from time to time.

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7. Notice

Any notice, request, demand or other communication required or permitted to be given under this Agreement shall be given in writing and if delivered personally, or sent by certified or registered mail, return receipt requested, as follows (or to such other addressee or address as shall be set forth in a notice given in the same manner):

(a) If to the Executive, to the Executive at the address most recently contained in the Company’s records (which the Executive shall update as necessary)

(b) If to the Company:

agilon health, inc.

1 World Trade Center, Suite 2050

Long Beach, CA 90831

Attention: CEO

with a copy to (which shall not constitute notice):

Debevoise & Plimpton

919 Third Avenue

New York, NY 10022

Attention: Meir Katz, Esq.

Fax: (212) 521-7615

Any such notices shall be deemed to be given on the date personally delivered or such return receipt is issued.

8. Executive’s Representation

The Executive hereby represents and warrants to the Company that the Executive has carefully reviewed this Agreement and has consulted with such advisors as the Executive considers appropriate in connection with this Agreement, and is not subject to any covenants, agreements or restrictions, including without limitation any covenants, agreements or restrictions arising out of the Executive’s prior employment, which would be breached or violated by Executive’s execution of this Agreement or by the Executive’s performance of their duties hereunder. In addition, the Executive hereby represents, warrants and covenants to the Company that, as of the date hereof their does not have and during the Term of Employment (without the Company’s prior approval) their will not have any professional relationships with (whether as an employee, director, officer, consultant or advisor, and whether or not for compensation) or commitments to any individual or entity (other than the Company) that operates or conducts (or, to the Executive’s knowledge, intends to operate or conduct) any business of the types in which the Company, or any of its subsidiaries or affiliated independent physician associations is engaged.

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9. Other Matters

The Executive agrees and acknowledges that the obligations owed to the Executive under this Agreement are solely the obligations of the Company, and that none of the stockholders, directors, officers, affiliates, representatives, agents or lenders of or to Company or any of its affiliates will have any obligations or liabilities in respect of this Agreement and the subject matter hereof, to the extent allowed by law.

10. Partial Invalidity; Severability

In case any one or more of the provisions or parts of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement or any other jurisdiction, but this Agreement shall be reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted in such jurisdiction.

11. Waiver of Breach; Specific Performance

The waiver by the Company or the Executive of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other breach of any other party. Each of the parties to this Agreement will be entitled to enforce its respective rights under this Agreement and to exercise all other rights existing in its favor. In the event either party takes legal action to enforce any of the terms or provisions of this Agreement, the nonprevailing party shall pay the successful party’s costs and expenses, including but not limited to, attorneys’ fees, incurred in such action.

12. Assignment

Neither the Executive, on the one hand, nor the Company, on the other hand, may assign, transfer, pledge, hypothecate, encumber or otherwise dispose of this Agreement or any of their or its respective rights or obligations hereunder, without the prior written consent of the other, provided that the Company may assign its rights and obligations under this Agreement to another wholly-owned subsidiary of Parent that employs members of agilon health’s senior management.

13. Amendment; Entire Agreement

This Agreement may not be changed orally but only by an agreement in writing agreed to by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter of this Agreement, and supersedes and replaces all prior agreements, understandings and commitments with respect to such subject matter.

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14. Governing Law; Choice of Forum

THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE. IN THE EVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (1) AGREE UNDER ALL CIRCUMSTANCES ABSOLUTELY AND IRREVOCABLY TO INSTITUTE ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN A COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE CENTRAL DISTRICT OF CALIFORNIA, WHETHER A STATE OR FEDERAL COURT; (2) AGREE THAT IN THE EVENT OF ANY SUCH LITIGATION, PROCEEDING OR ACTION, SUCH PARTIES WILL CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH COURT DESCRIBED IN CLAUSE (1) OF THIS SECTION AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS (IT BEING UNDERSTOOD THAT NOTHING IN THIS SECTION SHALL BE DEEMED TO PREVENT ANY PARTY FROM SEEKING TO REMOVE ANY ACTION TO A FEDERAL COURT IN THE CENTRAL DISTRICT OF CALIFORNIA); (3) IRREVOCABLY CONSENT TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT TO SUCH PARTY AT SUCH PARTY’S ADDRESS SPECIFIED IN SECTION 7; (4) AGREE TO WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH LITIGATION, PROCEEDING OR ACTION IN ANY SUCH COURT OR THAT ANY SUCH LITIGATION, PROCEEDING OR ACTION WAS BROUGHT IN ANY INCONVENIENT FORUM; AND (5) AGREE, AFTER CONSULTATION WITH COUNSEL, TO WAIVE ANY RIGHTS TO A JURY TRIAL TO RESOLVE ANY DISPUTES OR CLAIMS RELATING TO THIS AGREEMENT. THE CHOICE OF FORUM SET FORTH IN THIS SECTION 14 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY ACTION UNDER THIS AGREEMENT IN ANY OTHER JURISDICTION.

15. Further Action

The Executive and the Company agree to perform any further acts and to execute and deliver any documents which may be reasonable to carry out the provisions hereof.

16. Counterparts

This Agreement may be executed in counterparts, including facsimiles thereof, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

17. Payments by Subsidiaries

The Executive acknowledges that one or more payments hereunder may be paid by one or more of the Company’s subsidiaries, and the Executive agrees that any such payment made by such subsidiary shall satisfy the obligations of the Company hereunder with respect to (but only to the extent of) such payment.

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18. Tax Matters

The Executive acknowledges that the payments and benefits provided under the terms of this Agreement shall constitute taxable income to the extent provided in the applicable provisions of the United States Internal Revenue Code of 1986, as amended, and any successor thereto and applicable regulations thereunder (the “Code”) and other applicable tax laws. Moreover, the Executive understands and acknowledges that the Company have not provided any advice regarding their tax liability resulting from this Agreement and that their has been advised to consult with their personal tax advisor or legal counsel as to the taxability of the payments and benefits provided under this Agreement. The Executive shall be solely responsible for taxes imposed on them by reason of any payments or benefits provided under this Agreement and all such payments and benefits shall be subject to applicable federal, state, local and foreign withholding requirements. All payments to be made or benefits to be provided to the Executive pursuant to this Agreement shall be made net of all applicable income and employment taxes required to be withheld from such payments pursuant to any applicable law or regulation.

19. Applicability of Section 409A of the Code

To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of the Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (iii) subject to any shorter time periods provided in any expense reimbursement policy of the Company, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and (iv) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses. In addition, with respect to any payments or benefits subject to Section 409A of the Code, reference to the Executive’s “termination of employment” (and corollary terms) with the Company shall be construed to refer to the Executive’s “separation from service” (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the Company) with the Company. Whenever a provision under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The Executive’s right to receive any installment payments hereunder shall, for purposes of Section 409A, be treated as a right to receive a series of separate and distinct payments. If the timing of the Executive’s execution of a general release of claims pursuant to Section 3(h) could impact the calendar year in which any payment under this Agreement that is subject to Section 409A of the Code will be made, such payment will be made in the later calendar year.

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Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Section 409A of the Code at the time of the Executive’s separation from service (other than due to death), then any payment under this Agreement that is subject to Section 409A of the Code and that is payable by reason of the Executive’s separation from service within the first six months following the Executive’s separation from service will become payable on the first payroll date that occurs on or after the date six months and one day following the date of the Executive’s separation from service. All subsequent related payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Executive dies following the Executive’s separation from service, but prior to the six month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Executive’s death and all other related payments will be payable in accordance with the payment schedule applicable to each payment or benefit.

The foregoing provisions are intended to comply with the requirements of Section 409A of the Code so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A of the Code, and, if any ambiguity is found herein with respect to such payments or benefits, any such ambiguities will be interpreted to so comply. If any payment or benefits subject to Section 409A of the Code could be construed not to comply with Section 409A of the Code, the Company and the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A of the Code.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

EXECUTIVE

/s/ Tim Bensley

Name: Tim Bensley

AGILON HEALTH, INC.

/s/ Steve Sell

Name: Steve Sell

Title: Chief Executive Officer

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EX-10.6

*Certain identified information has been excluded because it is both not material

and is the type that the registrant treats as private or confidential.*

Exhibit 10.6

CONFIDENTIAL

SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS

This SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”), dated as of May 22, 2020, is entered into by and among Agilon Health Holdings, Inc. (the “Company”), the undersigned, Ronald J. Kuerbitz, and, solely for purposes of Sections 4 and 5 below, Agilon Health Topco, Inc., the indirect parent of the Company (“Topco”), and CD&R Vector Holdings, L.P., Topco’s majority investor (the “CD&R Investor”).

WHEREAS, the undersigned’s employment with the Company and its subsidiaries and affiliates (together with Topco, the “Company Group”) will be terminated by the Company Group without “cause” effective June 1, 2020 (the “Separation Date”) and, as of the date hereof, he will cease to be a member of the Board of Directors of Topco (the “Board”):

WHEREAS, the Company has agreed to provide the undersigned with specified separation pay and benefits, including treatment of his equity interests, subject to, among other things, his execution, delivery and non-revocation of a general release of claims; and

WHEREAS, as of the date hereof, the undersigned owns 15,000 shares of Topco common stock (the “Topco Shares”), subject to the terms and conditions of his Employee Stock Subscription Agreement (the “Subscription Agreement”), including repurchase rights over the Topco Shares following his termination of employment;

WHEREAS, as of the date hereof the undersigned has 51,000 Base Options (as defined in his Employee Stock Option Agreement (the “Option Agreement”)), all of which will be vested, subject to the Separation Benefit Conditions (as defined below), as of the Separation Date, and 33,000 Upside Options (as defined therein), all of which will be unvested as of the Separation Date, subject to the terms and conditions of the Option Agreement;

WHEREAS, pursuant to Section 3(b) of the Option Agreement, the undersigned would have 90 days following the Separation Date to exercise all of his vested Base Options, absent the extension of the exercise period provided herein, and all of his Upside Options, which will be unvested as of the Separation Date, would be forfeited.

NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the undersigned hereby agrees as follows:

1.    Release of Claims. In consideration of the payments and benefits to which I am entitled under my Employment Agreement, dated as of December 9, 2016 (the “Employment Agreement”), and Option Agreement and as provided in Sections 2, 4, 5 and 6 below, I hereby waive and release and forever discharge the Company Group (including Topco), Clayton, Dubilier & Rice, LLC and its affiliated investment funds, and those entities which hold a direct and/or indirect interest in the Company and which serve as the general partner or managing member of any such vehicles or of the general partner or managing members of such vehicles,

and their respective affiliates, and all of the respective past and present officers, directors, employees, agents, representatives, stockholders, members and partners of the foregoing and any and all employee pension benefit or welfare benefit plans of the Company Group, each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that I ever had and now have against any Releasee, including, but not limited to, claims and causes of action arising out of or in any way related to my employment with or separation from the Company Group, to any services performed for any member of the Company Group, to any status, term or condition in such employment or relationship, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by any member of the Company Group, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), and the Sarbanes-Oxley Act of 2002.

I understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “Effective Release Date”).

I further agree, promise, and covenant that, to the maximum extent permitted by law, neither I, nor any person, organization, or other entity acting on my behalf has filed or will file, charge, claim, sue, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claims. All Releasees shall be deemed to be third party beneficiaries of this Agreement to the same extent as if they were signatories hereto.

Notwithstanding the foregoing, this release of claims will not prohibit me from filing a charge of discrimination with the National Labor Relations Board, the Equal Employment Opportunity Commission (“EEOC”) or an equivalent state civil rights agency, but I agree and understand that I am waiving my right to monetary compensation thereby if any such agency elects to pursue a claim on my behalf. Further, nothing in this release of claims shall be construed to waive any right that is not subject to waiver by private agreement under federal, state or local employment or other laws, such as claims for workers’ compensation or unemployment benefits or any claims that may arise after the Effective Release Date.

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In addition, nothing in this release of claims will be construed to affect any of the following claims, all rights in respect of which are reserved:

(a)    Salary and employee benefits (to the extent of my current participation and elections in such employee benefit plans) for my services as an employee through the Separation Date;

(b)    Any payment or benefit set forth in Section 3 or 6 below;

(c)    Claims in respect of my Base Options as provided in the Option Agreement and as amended by Section 5 below;

(d)    Payment for repurchase of the Topco Shares set forth in Section 4 below;

(e)    Reimbursement of unreimbursed business expenses properly incurred prior to the Separation Date in accordance with Company policy;

(f)    Vested benefits under the employee benefit plans of the members of the Company Group (other than severance pay or termination benefits, all rights to which are hereby waived and released);

(g)    Any claim that the Company has breached this release of claims; and

(h)    Indemnification as a current or former officer or director of the Company Group, including under Sections 21 and 22 of the Employment Agreement, or inclusion as a beneficiary of any insurance policy related to my service in such capacity.

Without expanding the scope of the foregoing release, I understand and acknowledge that I am expressly waiving any and all rights under Section 1542 of the Civil Code of the State of California, or any other federal or state statutory rights or rules or principles of common law or equity, or those of any jurisdiction, government, or political subdivision similar to Section 1542 (“similar provision”) in effect as of the signing of this Agreement, and as a result, may not invoke the benefits of Section 1542 or any similar provision in order to prosecute or assert in any manner any claims that are released under this release of claims. Section 1542 provides as follows:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

I hereby represent that I have been paid all compensation owed and for all hours worked through the last regular payroll date in May 2020 (but not yet for the remaining period of my employment from that date through the Separation Date), I have received all the leave and leave benefits and protections for which I am eligible, pursuant to the federal Family and Medical Leave Act, the California Family Rights Act, any Company Group policy or applicable law, and I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim.

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I am not aware of any fraud or wrongdoing by any member of the Company Group and I have not been retaliated against for reporting any allegations of fraud or other wrongdoing.

I confirm that I have no knowledge of any failure by me or anyone else at the Company Group to have complied with any applicable legal or regulatory requirements or material policies or practices of the Company Group, which has not previously been reported to the Company’s Chief Compliance Officer. Furthermore, I agree to notify the Company Group’s Chief Compliance Officer in the event that I become aware of any such compliance failure during the Severance Period (as defined below).

I have been given 21 days to review this release of claims and have been given the opportunity to consult with legal counsel, and I am signing this release of claims knowingly, voluntarily, and with full understanding of its terms and effects, and I voluntarily accept the severance payments and benefits provided for herein for the purpose of making full and final settlement of all claims referred to above. If I have signed this release of claims prior to the expiration of the 21 day period, I have done so voluntarily. I also understand that I have seven (7) days after executing this release of claims to revoke it, and that this release shall not become effective if I exercise my right to revoke my signature within seven (7) days of execution. I acknowledge and agree that any revocation of this release of claims must be in writing and received by the Company by the close of business on the seventh (7^th) day following my execution of this Agreement and shall be delivered to Chris Casler at Chris.Casler@agilonhealth.com, with a copy to Ravi Sachdev, on behalf of the Board, at RSachdev@cdr-inc.com. If I elect to revoke this release of claims during the revocation period, this Agreement shall be void and of no effect in its entirety. However, I understand that the termination of my employment shall still be effective.

No later than the Effective Release Date, I agree to return, or hereby represent that, except as otherwise agreed to by a member of the Company Group, I have returned as of such date, to the Company all property of the Company Group, equipment and materials, including, but not limited to, any company vehicle, any laptop computer and peripherals; any cell phone or other portable computing device; any telephone calling cards; keys; identification card; any credit or fuel cards; and all tangible written or graphic materials (and all copies) relating in any way to the Company Group or its business, including, without limitations, documents, manuals, customer lists and reports, as well as all data contained on computer files, “thumb” drives, “cloud” services, or other data storage device, or home or personal computers and/or e-mail or internet accounts.

2.    Transition Period. For a 60 day period following the Separation Date (the “Transition Period”), the undersigned will assist the Company Group, as a non-employee consultant, in an orderly transition of his former role, responsibilities and duties to his successor and other employees of the Company Group as directed by the Company’s Chief Executive Officer or the Board. If the undersigned incurs any reasonable out-of-pocket expenses in

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connection with this transitional role, they will be paid for by the Company or reimbursed, subject to the terms of the Company’s reimbursement policy. The undersigned will not be paid any additional fee or compensation for this assistance during the Transition Period.

3.    Severance. By reason of the termination of the undersigned’s employment and subject to his execution and non-revocation of the general release of claims set forth in Section 1 above and his continued compliance with the Restrictive Covenants (as defined below) as set forth in Section 8 below (the “Separation Benefit Conditions”):

(a)    Cash Severance. The Company shall pay the undersigned severance equal to $2,625,000, which shall be paid to him in equal installments over twenty-four (24) months on the Company’s normal payroll dates following the Separation Date (the “Severance Period”), except that the first installment of such payment shall be paid on the 60^th day following the Separation Date and shall include all installments that would have been paid to him if the release of claims provided herein had been effective on the Separation Date, subject to the Company’s normal payroll practices and applicable withholding.

(b)    Benefit Continuation. Provided that the undersigned properly has elected and is eligible to receive continued health coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), during the first 18 months following the Separation Date, the Company shall provide him with continued medical, dental and vision insurance coverage at active employee contribution rates with the Company reimbursing (or the Company otherwise bearing) the premium cost under COBRA in excess of the active-employee rate (the “Benefit Continuation”). To receive reimbursements pursuant to this Section 3(b), the undersigned must promptly submit to the Company on a monthly basis documentation of his COBRA enrollment and monthly COBRA premium payment. In the event that the undersigned obtains alternative employment during this coverage period and is eligible to obtain, and he obtains, medical coverage in connection therewith, his rights to the Benefit Continuation shall terminate. In the event that the Benefit Continuation would subject him or the Company to a material cost, tax or penalty, the Company and the undersigned agrees to use commercially reasonable efforts to provide him with such benefits in a manner that does not trigger such tax, cost or penalty, to the maximum extent possible.

(c)    No 2020 Bonus. No annual bonus shall be due to the undersigned for 2020.

4.    Share Treatment. Within 90 days following the Separation Date, Topco will repurchase from the undersigned all of his 15,000 Topco Shares for a total cash payment of $6,735,000, at a per share price of $449, and, upon his receipt of this payment and delivery of the Topco Shares to Topco, the undersigned will cease to be a shareholder of Topco or have any rights in respect of the Topco Shares. As a condition to this repurchase, Topco and the undersigned shall enter into a stock repurchase agreement reflecting the foregoing terms, in the form customarily used by Topco for repurchases of stock from former employees.

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5.    Option Treatment.

(a)    Provided that the undersigned has satisfied and complied with the Separation Benefit Conditions:

(i)    as of the Separation Date, after giving effect to the undersigned’s termination of employment without “cause”, all of the undersigned’s vested Base Options will be vested (i.e., 12,750 Base Options will become vested);

(ii)    the exercise period applicable to each of the Base Options will be extended to its Normal Termination Date (as defined in the Option Agreement), which is the 10^th anniversary of its grant date (the “Extended Option Date”), and any Base Options that are not exercised on or prior to the Extended Option Date, will terminate without consideration immediately thereafter;

(iii)    in the event that Topco completes a Public Offering (as defined in the Amended and Restated Agilon Health Topco, Inc. Stock Incentive Plan (the “Stock Incentive Plan”)) on or prior to the Extended Option Date, Topco will permit the undersigned to exercise, subject to the terms and conditions in the Option Agreement, (x) all or any then outstanding Base Options on a cashless basis in the Public Offering and (y) after the Public Offering is completed and on or prior to the Extended Option Date, any then outstanding Base Options outstanding using a broker-assisted cashless exercise program or same day sale; and

(iv)    in the event that the undersigned exercises any Base Options prior to the Public Offering, neither he, Topco nor the CD&R Investor will have any rights to cause or obligations to participate in, a repurchase due to his termination of employment of any Option Shares acquired in any such exercise.

(b)    All Upside Options will be unvested as of the Separation Date and therefore will be automatically forfeited without any consideration as of the Separation Date.

6.    IPO/CIC Bonus. Provided that the undersigned has satisfied and complied with the Separation Benefit Conditions, in the event a Public Offering with aggregate gross cash proceeds (without regard to any underwriting discount or commission) of at least $300 million or, if approved by the CD&R Investor, a lower amount (whether to Topco, its stockholders, or both) or a Change in Control (as defined in the Stock Incentive Plan) is completed on or prior to December 31, 2021, the Company will pay the undersigned $3,700,000 in a lump sum cash payment, no later than 30 days following completion of such Public Offering or Change in Control.

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7.    Resignation. By the undersigned’s execution of this Agreement, he hereby resigns (x) effective as of the date hereof, from all director positions with the Company Group and (y) effective as of the Separation Date, from all officer positions with the Company Group. From and after the Separation Date, the undersigned shall no longer be authorized to conduct business on behalf of any member of the Company Group, including, but not limited, to entering into contracts on behalf of any member of the Company Group. The undersigned agrees that, as requested by the Company from time to time, he will execute such other documents as may be necessary to evidence the resignations covered by this Agreement; provided that such documents shall not impose any new obligation or waiver of rights by him that is not already contained in this Agreement.

8.    Restrictive Covenants.

(a)    In consideration of the payments, benefits and equity treatment provided in this Agreement, the undersigned acknowledges and agrees that the nonsolicitation, nondisparagement, confidentiality and other obligations that are included in Exhibit A to the Option Agreement to which he is a party will continue to apply to him after the Separation Date for the periods set forth therein. In addition, (x) for 12 months following the Separation Date, the undersigned will not compete with the business of the Company Group as it is conducted on the Separation Date, which for purposes of this Agreement shall mean partnering with physician practices to contract with Medicare Advantage health insurers under global risk contracts, but not owning or operating Medicare Advantage health plans or physician practices themselves, and (y) without limiting the foregoing, during the nonsolicitation period, the undersigned will not directly or indirectly solicit or recruit [***].

(b)    The undersigned acknowledges and agrees that: the provisions of this Section 8 and Exhibit A hereto (the “Restrictive Covenants”) do not impose an undue hardship on him and are not injurious to the public; these provisions are necessary to protect the business of the Company Group; the nature of his responsibilities with the Company Group provided him with access to confidential or proprietary information or trade secrets that are valuable and confidential to the Company Group; the provisions of the Restrictive Covenants are reasonable in terms of length of time and scope; and that adequate consideration supports the Restrictive Covenants. In the event that a court determines that the Restrictive Covenants or this Section 8 is unreasonably broad or extensive, the undersigned agrees that such court should narrow such provision to the extent necessary to make it reasonable and enforce the provisions as narrowed. The Company Group reserves all rights to seek any and all remedies and damages permitted

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under law, including, but not limited to, any remedies provided for pursuant to this Agreement and any other injunctive relief, equitable relief and compensatory damages for any breach of the undersigned’s obligations under this Section 8. Without limiting the foregoing, if following the Separation Date, the undersigned materially breaches any of the Restrictive Covenants, the Company shall have no further payment or benefit obligations under this Section 2 and Sections 5 and 6.

9.    Cooperation. Following the Separation Date, the undersigned shall furnish such information and assistance to the Company Group as may be reasonably required by the Company in connection with any legal matters or litigation that may arise relating to issues or matters of which he had knowledge of during his employment with the Company and its affiliates; provided, however, that the Company will use reasonable efforts to schedule such assistance at a mutually-convenient time prior to the end of the Severance Period and taking into account his employment obligations and other activities at such time.

10.    Taxes. The undersigned shall be solely responsible for all applicable taxes imposed on the undersigned by reason of any compensation or benefits provided under this Agreement (and, as applicable, the Option Agreement) and all such compensation and benefits shall be subject to applicable federal, state and local withholding requirements.

11.     Confidential. Without limiting anything to the contrary in this Agreement, except as required by law, the undersigned agrees not to disclose the terms hereof to any person or entity, other than the undersigned’s attorneys, accountants, financial advisors, or members of the undersigned’s immediate family. Notwithstanding the foregoing, the undersigned may disclose the provisions of the Restrictive Covenants set forth in Section 8 above and in Exhibit A hereto to a prospective employer.

12.    Governing Law, Jurisdiction ,etc. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflicts of law principles that would result in the application of another state’s laws. Each party to this Agreement irrevocably submits to the jurisdiction of deferral or state courts located in the State of Delaware for any suit, action or other proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such suit, action or proceeding may be heard and determined in such court. Each party to this Agreement hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such suit, action or other proceeding. The parties hereto further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any suit, action or other proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. The parties hereto further agree to take any and all actions necessary or appropriate to effect this Section 12.

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13.    Miscellaneous. This Agreement, together with the Option Agreement and Subscription Agreement, constitutes the entire agreement and understanding between any member of the Company Group and the undersigned with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) between the undersigned and any members of the Company Group relating to such subject matter, including the undersigned’s Employment Agreement (except for Sections 21 and 22 thereof). Its language shall be construed as a whole, according to its fair meaning and not strictly for or against either party. Should any provision of this Agreement be declared or determined by any court to be illegal or invalid as a result of any action or proceeding, the validity of the remaining parts, terms, or provisions shall not be affected thereby and any said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. This Agreement may be executed in counterparts (including via facsimile or .pdf file).

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the first date written below.

EXECUTIVE

/s/ Ronald J. Kuerbitz

Name: Ronald J. Kuerbitz

AGILON HEALTH HOLDINGS, INC.

/s/ Ravi Sachdev

By: Ravi Sachdev

Title: President

Solely for purposes of Sections 4 and 5 above:

AGILON HEALTH TOPCO, INC.

/s/ Ravi Sachdev

By: Ravi Sachdev

Title: President

CD&R VECTOR HOLDINGS, L.P.

By: CD&R Investment Associates IX, Ltd., its general partner

/s/ Theresa A. Gore

By: Theresa A. Gore

Title: Chief Financial Officer, Treasurer &

Secretary

Exhibit A

Restrictive Covenants

[see attached]

Exhibit A

Restrictive Covenants

Section 1 Confidential Information.

1.1 The Employee agrees that during the Employee’s employment with the Company, and thereafter, the Employee will not disclose confidential or proprietary information, or trade secrets, related to any business of the Company, the Subsidiaries or any of their respective Affiliates, including without limitation, and whether or not such information is specifically designated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets, suppliers and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to software programs, design, specifications, compilations, inventions, improvements, patent applications, studies, research, methods, devices, prototypes, processes, procedures and techniques (collectively, “Confidential Information”). Subject to Section 2 of this Exhibit A, the Employee agrees to hold as Company property all Confidential Information and all books, papers, media and other data and all copies thereof and therefrom, in any way relating to the businesses of the Company, the Subsidiaries or any of their respective Affiliates, whether made or received by the Employee. “Confidential Information” does not include information that is or becomes generally known to the public, other than through the breach of this Exhibit A by the Employee.

1.2 Notwithstanding anything herein to the contrary, this Agreement does not prohibit the Employee from disclosing Confidential Information to the extent required by applicable law, providing truthful testimony or accurate information in connection with any investigation being conducted into the business or operations of the Company by any government agency or other regulator that is responsible for enforcing a law on behalf of the government or otherwise providing information to the appropriate government regulatory agency or body regarding conduct or action undertaken or omitted to be taken by the Company that the Employee reasonably believes is illegal or in material non-compliance with any financial disclosure or other regulatory requirement applicable to the Company.

1.3 The Employee hereby assigns to the Company any rights the Employee may have or acquire in such Confidential Information and acknowledges that all Confidential Information shall be the sole property of the Company, the Subsidiaries and/or their respective Affiliates or their assigns.

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1.4 The Employee’s obligations under this Section 1 are indefinite in term.

Section 2 Return of Company Property. The Employee acknowledges that all tangible items containing any Confidential Information or trade secrets, including, without limitation, memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes, documents, drawings, specifications, software, media and other materials, including any copies thereof (including electronically-recorded copies), are the exclusive property of the Company and the Subsidiaries, and the Employee shall deliver to the Company all such material in the Employee’s possession or control upon the Company’s request and in any event upon the termination of the Employee’s employment with the Company. The Employee shall also return any keys, equipment, identification or credit cards, or other property belonging to the Company or its Subsidiaries upon termination of the Employee’s employment or the Company’s request.

Section 3 Nonsolicitation. The Employee hereby covenants and agrees that, during the Employee’s employment with the Company and for the two-year period following the date on which the Employee’s employment with the Company terminates for any reason, the Employee shall not, directly or indirectly, as an employee, agent, consultant, partner, joint venture, owner, officer, director, member of any other firm, partnership, corporation or other entity or in any other capacity, directly or indirectly:

(a) solicit, induce or encourage any then-current employee of the Company, any Subsidiary or any of the Company’s Affiliates to leave their employment with the Company, the Subsidiaries or any of the Company’s Affiliates; and

(b) (i) induce (or attempt to induce) a breach or disruption of the contractual relationship between the Company, any Subsidiary or any of the Company’s Affiliates and any physician, who is then-currently, either directly or through an independent physician association, under contract with the Company, any Subsidiary or any of the Company’s Affiliates, or who was, either directly or through an independent physician association, under contract with the Company or any of its Affiliates in the prior one-year period (any such physician, a “Restricted Physician”) or (ii) use Confidential Information or the trade secrets of the Company or any of its Affiliates to solicit, induce or encourage any Restricted Physician to end his or her relationship with the Company or any of its Affiliates, as applicable.

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Section 4 Intellectual Property.

4.1 The Employee shall at all times during the Employee’s employment with the Company and thereafter (i) fully and promptly disclose to the appropriate Company personnel any Developments (as defined below) that the Employee becomes aware of or involved in, (ii) make himself or herself generally and reasonably available to Company representatives to discuss such Developments; and (iii) hold all Developments for the sole use and benefit of the Company.

4.2 As used herein, “Developments” shall mean any and all work product, and the intellectual property rights therein, made, conceived, created, discovered, authored, invented, developed or reduced to practice (collectively, “Created”) by the Employee during and within the scope of the Employee’s employment with the Company (including actual and/or anticipated business, developments, inventions or research), whether Created by the Employee alone or working with others, whether or not such items are patentable, registrable, or protected as Confidential Information or trade secrets, whether or not made or conceived during normal working hours or on the Company’s premises, or protected as Confidential Information or trade secrets, including but not limited to inventions, ideas, improvements, modifications, discoveries, know-how, creations, designs, technologies, techniques, devices, formulae, software, models, trademarks, patents, service marks, copyrights, copyrightable material, works of authorship, trade secrets, methods, processes, developments, derivatives, mask works, works made for hire, rights of priority, reissue of letters patent, renewals, registrations and extensions that are at any time granted with respect to any one or more of the foregoing intellectual property items. For the avoidance of doubt, “Developments” do not include any intellectual property Created by the Employee prior to the commencement of his or her employment with the Company (unless otherwise agreed with the Company or its Affiliates).

4.3 Notice required by the State of California and any other state requiring such notice: The Employee understands that the Employee’s obligation to assign inventions to the Company under this Section 4 shall not apply to any inventions for which no equipment, supplies, facilities, or trade secret information of the Company or its Affiliates was used and that was developed entirely on the Employee’s own time, unless (i) the invention relates directly to the business of the Company, or to the Company’s actual or demonstrably anticipated research or development or (ii) the invention results from any work performed by the Employee for the Company.

4.4 The Employee acknowledges and agrees that any copyrightable works included in the Developments are “works-made-for- hire” under the U.S. Copyright Act of 1976 (as amended) and the copyright laws of other relevant jurisdictions and that the Company will be considered the author and owner of such copyrightable works. The Employee hereby irrevocably assigns, transfers,

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conveys, and delivers to the Company all of the Employee’s right, title and interest in and to the Developments. The Employee understands and acknowledges that the Developments include, and the assignment in this Section 4 constitutes a present conveyance to the Company of ownership of, property and rights in existence as of or prior to the date of this Agreement, those currently being Created, as well as those which have not yet been Created.

4.5 The Employee hereby irrevocably assigns, transfers, conveys, and delivers to the Company, and waives and agrees never to assert, any and all Moral Rights (defined below) that the Employee may have in or with respect to any Developments, even after termination of Employee’s employment with the Company. As used herein, “Moral Rights” mean any rights to claim authorship of any Development, to object to or prevent any modification of any Development, to withdraw from circulation or control the publication or distribution of any Development, and any similar right existing under any law anywhere in the world.

4.6 The Employee agrees at all times during the Employee’s employment with the Company and thereafter to sign and deliver any and all further documents necessary or desirable to effectuate or evidence the assignments and waivers set forth in this Section 4 and to maintain, perfect, and enforce patent, copyright, trade secret and other legal protection for the Developments.

4.7 The Employee shall not use any of the Developments or any Residual Knowledge (defined below) related to the Developments for any purpose unrelated to the Employee’s duties at the Company during and after termination of Employee’s employment with the Company. As used herein, “Residual Knowledge” means any information or idea known to and remembered by Employee without the use of or reliance on any materials or other tangible objects containing such information or idea.

4.8 If, in the course of providing services to the Company, the Employee exploits or incorporates into any Developments any work product, or intellectual property rights therein, owned by the Employee or in which the Employee has an interest (“Employee IP”), the Employee hereby grants to the Company a nonexclusive, royalty-free, perpetual, irrevocable, worldwide right and license to make, have made, copy, modify, use, distribute, sell or otherwise exploit such Employee IP in the conduct of the Company’s and its Affiliates’ business.

Section 5 Nondisparagement. Except to the extent it would violate applicable law, while employed by the Company and thereafter, the Employee shall not, whether in writing or orally, disparage the Company, any Subsidiary, their respective Affiliates or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners,

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members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities; or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light; provided that nothing herein shall or shall be deemed to prevent or impair the Employee from (x) testifying truthfully in any legal or administrative proceeding if such testimony is compelled or requested (or otherwise complying with legal requirements) or (y) responding to a public disparaging statement by Parent, the Company or any of their respective executive officers or directors. Except to the extent it would violate applicable law, while employed by the Company and thereafter, Parent and the Company shall not, and shall instruct their officers and directors not to, whether in writing or orally, disparage the Executive with respect to any of his past or present activities; or otherwise publish (whether in writing or orally) statements that tend to portray the Executive in an unfavorable light; provided that it shall not be a violation of this Section 5 for Parent, the Company or any of their respective executive officers or directors to make reasonable, customary or other appropriate public remarks as to the performance of the Company Group with respect to periods that include the period of the Employee’s employment; provided, further, that nothing herein shall or shall be deemed to prevent or impair any of Parent, the Company or their respective executive officers or directors from (X) testifying truthfully in any legal or administrative proceeding if such testimony is compelled or requested (or otherwise complying with legal requirements) or (y) responding to a public disparaging statement by the Employee.

Section 6 Remedies. The Company and the Employee agree that the provisions of this Exhibit A do not impose an undue hardship on the Employee and are not injurious to the public; that these provisions are necessary to protect the business of the Company, the Subsidiaries and the Company’s Affiliates; that the nature of the Employee’s responsibilities with the Company provide and/or will provide the Employee with access to confidential or proprietary information or trade secrets that are valuable and confidential to the Company, the Subsidiaries and the Company’s Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Exhibit A; that the provisions of this Exhibit A are reasonable in terms of length of time and scope; and that adequate consideration supports the provisions of this Exhibit A. In the event that a court determines that any provision of this Exhibit A is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision to the extent necessary to make it reasonable and enforce the provisions as narrowed. The Company reserves all rights to seek any and all remedies and damages permitted under law, including, but not limited to, any remedies provided for pursuant to the provisions of the Plan and related Award Agreements and any other injunctive relief, equitable relief and compensatory damages for any breach of the Employee’s obligations under this Exhibit A.

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Section 7 Miscellaneous. The Employee’s obligations under this Exhibit A shall be cumulative of any similar obligations the Employee has under any other agreement with the Company, any Subsidiary or any of their respective Affiliates.

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EX-10.7

Exhibit 10.7

Confidential

AMENDED AND RESTATED

AGILON HEALTH TOPCO, INC.

STOCK INCENTIVE PLAN

Article I

Purpose

This stock incentive plan of Agilon Health Topco, Inc. has been established to foster and promote its and the Subsidiaries’ long-term financial success. This Plan succeeds and replaces the Agilon Health Holdings, Inc. Stock Incentive Plan (the “Former Plan”). Capitalized terms have the meaning given in Article XI.

Article II

Powers of the Board

Section 2.1 Power to Grant Awards. The Board shall select officers and key Employees, Directors, independent contractors, consultants and other service providers to participate in the Plan. The Board shall determine the terms of each Award, consistent with the Plan.

Section 2.2 Administration. The Board shall be responsible for the administration of the Plan. The Board may prescribe, amend and rescind rules and regulations relating to the administration of the Plan, provide for conditions and assurances it deems necessary or advisable to protect the interests of the Company and make all other determinations necessary or advisable for the administration and interpretation of the Plan. Any authority exercised by the Board under the Plan shall be exercised by the Board in its sole discretion. Determinations, interpretations or other actions made or taken by the Board under the Plan shall be final, binding and conclusive for all purposes and upon all persons.

Section 2.3 Delegation by the Board. All of the powers, duties and responsibilities of the Board specified in this Plan may be exercised and performed by any duly constituted committee thereof to the extent authorized by the Board to exercise and perform such powers, duties and responsibilities, and any determination, interpretation or other action taken by such committee shall have the same effect hereunder as if made or taken by the Board.

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Article III

Shares Subject to Plan

Section 3.1 Number. The maximum number of shares of Common Stock that may be issued under the Plan or be subject to Awards may not exceed 712,500 shares, of which: (i) 462,500 shares may be issued in respect of Options granted pursuant to Article V (the “Option Limit”) and (ii) 250,000 shares may be issued for other Awards, including sales of shares pursuant to Article IV (the “Other Award Limit”). The shares of Common Stock to be delivered under the Plan may consist, in whole or in part, of authorized but unissued shares of Common Stock that are not reserved for any other purpose.

Section 3.2 Canceled, Terminated or Forfeited Awards; Share Counting.

(a) Upon the grant or sale of an Award under the Plan, the remaining number of shares of Common Stock set forth in Section 3.1 (and as applicable the Option Limit or Other Award Limit) shall be reduced by the number of shares granted (i.e., the number of shares of Common Stock subject to such Award) or sold. In the event that, subsequent to any such grant or sale, the Company reacquires any of such shares of Common Stock, such reacquired shares of Common Stock shall again be available for grant under the Plan.

(b) Upon the exercise or conversion of any Award or portion thereof, there shall again be available for grant under the Plan the number of shares subject to such Award or portion thereof minus the actual number of shares of Common Stock issued in connection with such exercise or conversion. If any such Award or portion thereof is for any reason forfeited, canceled, expired or otherwise terminated without the issuance of shares of Common Stock, the Common Stock subject to such forfeited, canceled, expired or otherwise terminated Award or portion thereof shall again be available for grant under the Plan. If shares of Common Stock are withheld from issuance with respect to an Award by the Company in satisfaction of any tax withholding or similar obligations, such withheld shares shall again be available for grant under the Plan. Awards which the Board reasonably determines will be settled in cash or will be forfeited shall not reduce the Plan maximum set forth in Section 3.1. For the avoidance of doubt, shares that again become available under this Section 3.2(b) shall be available only for the Other Award Limit or Option Limit, as applicable, under which such prior Award was granted or sold.

Section 3.3 Adjustment upon Change in Capitalization. If and to the extent necessary or appropriate to reflect any stock dividend, extraordinary dividend, stock split or share combination or any recapitalization, merger, consolidation, exchange of shares, spin-off, liquidation or dissolution of the Company or other similar transaction affecting the Common Stock, the Board shall adjust the number of shares of Common Stock available for issuance under the Plan and the number, class and exercise price of outstanding Awards, and/or make such substitution, revision or other provisions or take such other actions with

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respect to any outstanding Award or the holder or holders thereof (including, if so determined by the Board, cash payments), in each case as it determines to be equitable. Without limiting the generality of the foregoing sentence, in the event of any such transaction, the Board shall have the power to make such changes as it deems appropriate in the number and type of shares or other securities covered by outstanding Awards, the prices specified therein (if applicable), and the securities, cash or other property to be received upon the exercise, settlement, conversion or repurchase of such outstanding Awards or otherwise to be received in connection with such outstanding Awards. After any adjustment made pursuant to this Section 3.3, the number of shares subject to each outstanding Award shall be rounded down to the nearest whole number. Any action taken pursuant to this Section 3.3 shall be effected in a manner that is exempt from or otherwise complies with Section 409A of the Code.

Article IV

Stock Purchase

Section 4.1 Awards and Administration. The Board may offer and sell Common Stock to Participants at such time or times as it shall determine, the terms of which shall be set forth in a Subscription Agreement.

Section 4.2 Minimum Purchase Price. Unless otherwise determined by the Board, the purchase price for any Common Stock to be offered and sold pursuant to this Article IV shall not be less than the Fair Market Value on the Grant Date.

Section 4.3 Payment. Unless otherwise determined by the Board, the purchase price with respect to any Common Stock offered and sold pursuant to this Article IV shall be paid in cash or other readily available funds simultaneously with the closing of the purchase of such Common Stock.

Article V

Terms of Options

Section 5.1 Grant of Options. The Board may grant Options to Participants at such time or times as it shall determine. Options granted pursuant to the Plan will not be “incentive stock options” as defined in the Code. Each Option granted to a Participant shall be evidenced by an Option Agreement that shall specify the number of shares of Common Stock that may be purchased pursuant to such Option, the exercise price at which shares of Common Stock may be purchased pursuant to such Option, the duration of such Option (not to exceed the tenth anniversary of the Grant Date), and such other terms as the Board shall determine.

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Section 5.2 Exercise Price. The exercise price per share of Common Stock to be purchased upon exercise of an Option shall not be less than the Fair Market Value on the Grant Date.

Section 5.3 Vesting and Exercise of Options. Options shall become vested or exercisable in accordance with the vesting schedule or upon the attainment of such performance criteria as shall be specified by the Board on or before the Grant Date. The Board may accelerate the vesting or exercisability of any Option, all Options or any class of Options at any time and from time to time.

Section 5.4 Payment. The Board shall establish procedures governing the exercise of Options, which procedures shall, unless the Board determines otherwise and/or as otherwise specified in an Award Agreement, generally require that prior written notice of exercise be given and that the exercise price (together with any required withholding taxes or other similar taxes, charges or fees) be paid in full in cash, cash equivalents or other readily-available funds at the time of exercise. Notwithstanding the foregoing, on such terms as the Board may establish from time to time following a Public Offering (i) the Board may permit a Participant to tender to the Company any Common Stock such Participant has owned for at least six months and one day (or such other minimum period of time necessary to avoid any adverse accounting charges) for all or a portion of the applicable exercise price or maximum required withholding taxes and (ii) the Board may authorize the Company to establish a broker-assisted exercise program. In connection with any Option exercise, the Company may require the Participant to furnish or execute such other documents as it shall reasonably deem necessary to (a) evidence such exercise, (b) determine whether registration is then required under the U.S. federal securities laws or similar non-U.S. laws or (c) comply with or satisfy the requirements of the U.S. federal securities laws, applicable state or non-U.S. securities laws or any other law. Unless the Board determines otherwise, if the shares of Common Stock acquired upon exercise of an Option are not covered by a Subscription Agreement then in effect, then, as a condition to the exercise of any Option before a Public Offering, a Participant (or, in the case of a Participant’s death or Disability, such other person authorized by Section 12.1) shall enter into a Subscription Agreement in the form then customarily used by the Company.

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Article VI

Restricted Stock and Restricted Stock Units

Section 6.1 Grants of Restricted Stock and Restricted Stock Units. The Board may grant Restricted Stock or Restricted Stock Units to Participants at such time or times and on such terms and conditions as it shall determine. Restricted Stock and Restricted Stock Units granted to a Participant shall be evidenced by an Award Agreement that shall specify the number of shares of Restricted Stock or the number of Restricted Stock Units that are being granted to the Participant, the vesting conditions applicable to such Restricted Stock or Restricted Stock Units, the rights and obligations of the Participant with respect to such Restricted Stock or Restricted Stock Units, and such other terms and conditions as the Board shall determine (including, if determined by the Board, payment of a portion of the Fair Market Value thereof).

Section 6.2 Conditions to Grant. Unless the Board determines otherwise, if the applicable shares of Common Stock are not covered by a Subscription Agreement then in effect, then it shall be a condition to the issuance of Restricted Stock and the settlement of Restricted Stock Units that the Participant who receives such Award (or, in the case of a Participant’s death or Disability, such other person authorized by Section 12.1 or Section 12.3) enter into a Subscription Agreement in the form then customarily used by the Company. Unless otherwise determined by the Board, if the Restricted Stock is issued in certificated form, the certificates evidencing shares of Restricted Stock shall be held by the Secretary of the Company or another custodian selected by the Company.

Section 6.3 Vesting Conditions. Awards of Restricted Stock and Restricted Stock Units shall vest in accordance with the vesting conditions specified in the applicable Award Agreement. These vesting conditions may include, without limitation and alone or in any combination, the continued provision of services to the Company or any of its Affiliates or the achievement of individual, corporate, business unit or other performance goals. Awards of Restricted Stock (prior to the vesting thereof) and Restricted Stock Units (prior to the settlement thereof) may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated other than as permitted by the Board.

Section 6.4 Stockholder Rights; Dividend Equivalents. Awards of Restricted Stock shall have such voting and dividend rights as the Board shall, in its discretion, determine, including as may be provided in an Award Agreement. With respect to Awards of Restricted Stock Units, the Board may, in its discretion, determine that the payment of dividends (or dividend equivalents), or a specified portion thereof, declared or paid on shares of Common Stock by the Company shall be (i) not paid to Participants holding Awards of Restricted Stock Units in respect of any period prior to the issuance of shares of Common Stock therefor, (ii) paid without restriction or deferral or (iii) credited but deferred until the lapsing of the vesting restrictions imposed upon such Restricted Stock Units or the settlement of such Restricted Stock Units. In the event that dividend equivalent payments are to be deferred, the Board shall determine whether such dividend equivalent payments are to be deemed reinvested in shares of Common Stock (which shall be held as additional Restricted Stock Units) or held in cash or other

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notional instruments. Payment of deferred dividend equivalent payments in respect of Restricted Stock Units (whether held in cash or as additional Restricted Stock Units or other notional instruments), shall be made upon the vesting or settlement (as the Board shall determine) of the Restricted Stock Units to which such deferred dividend equivalent payments relate, and any dividend equivalent payments so deferred in respect of any Restricted Stock Units shall be forfeited upon the forfeiture of the related Restricted Stock Units.

Section 6.5 Board Discretion. Notwithstanding anything else contained in this Plan to the contrary, the Board may accelerate the vesting of any Restricted Stock or Restricted Stock Units or any class or series of Restricted Stock or Restricted Stock Units for any reason on such terms and subject to such conditions, as the Board shall determine, at any time and from time to time. Any such action with respect to an Award constituting deferred compensation subject to Section 409A of the Code shall be effected in a manner consistent with Section 409A of the Code.

Section 6.6 Deferral. The Board may provide for the deferral of Restricted Stock Units to Participants at such time or times and subject to such terms and conditions as the Board shall determine. No shares of Common Stock will be issued at the time such a deferred award is made and the Company shall not be required to set aside a fund for the payment of any such award. Any such deferred Award shall be effected in a manner consistent with Section 409A of the Code.

Article VII

Termination of Employment

Section 7.1 Expiration of Options Following Termination of Employment. Unless otherwise determined by the Board on or before the Grant Date or thereafter in a manner more favorable to the Participant, if a Participant’s employment with the Company terminates, such Participant’s Options shall be treated as follows:

(a) any unvested Options shall terminate effective as of such termination of employment; provided that if a Participant’s employment with the Company is terminated in a Special Termination (i.e., by reason of the Participant’s death or Disability), any unvested Options held by the Participant shall vest as of the effective date of such Special Termination in an amount equal to the product of (x) the number of Options held by the Participant that would have vested if the Participant’s employment with the Company had continued until the next following anniversary of the applicable Grant Date multiplied by (y) a fraction, the numerator of which is the number of days that have elapsed from the later of such Grant Date or the most recent anniversary of such Grant Date and the denominator of which is 365.

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(b) except in the case of a termination for Cause, vested Options shall remain exercisable through the earliest of (i) the normal expiration date, (ii) 90 days after the Participant’s termination of employment or 180 days in the case of a Special Termination or Retirement, and (iii) any cancellation pursuant to Section 8.1; and

(c) in the case of a termination for Cause, any and all Options held by such Participant (whether or not then vested or exercisable) shall terminate immediately upon such termination of employment.

Section 7.2 Effect of Termination of Employment on Restricted Stock and Restricted Stock Units. Unless otherwise determined by the Board, upon the termination of a Participant’s employment or service with the Company or any Subsidiary, any unvested Restricted Stock and any unvested Restricted Stock Units held by the Participant shall be automatically forfeited and canceled.

Section 7.3 Call Rights upon Termination of Employment Prior to a Public Offering. Unless otherwise determined by the Board on or before the Grant Date, or thereafter in a manner more favorable to the Participant, each Subscription Agreement shall provide that the Company and the Investors shall have successive rights prior to a Public Offering to purchase all or any portion of a Participant’s Common Stock upon any termination of employment, at such time and at a purchase price per share equal to the Fair Market Value as of the date specified in the Subscription Agreement (or, if the Participant’s employment termination qualifies as a termination for Cause, for a purchase price per share equal to the lesser of (i) the Fair Market Value as of the date specified in the Subscription Agreement and (ii) such Participant’s per share purchase price). Without limiting the generality of this Section 7.3 or of the administrative powers of the Board, the Company may require, as a condition to the acquisition of any Common Stock under the Plan, that (i) the Participant execute and deliver an undated stock power, duly executed in blank, for the shares and a power of attorney, in each case to effectuate the purchase described herein, and (ii) the Participant’s spouse execute and deliver a form of spousal waiver with respect to such shares.

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Article VIII

Change in Control

Section 8.1 Accelerated Vesting and Payment. Except as otherwise provided in this Article VIII or in an Option Agreement, (i) upon a Change in Control, each Option, whether vested or unvested, shall be canceled in exchange for a payment in an amount or with a value equal to the excess, if any, of the Change in Control Price over the exercise price for such Option and (ii) without limiting any discretion to replace Options with Alternative Awards pursuant to Section 8.2, the form or timing of all or any part of the consideration to be paid in respect of an Option (including, without limitation, shares of Common Stock issued under the Plan) in connection with a Change in Control may be different than the form or timing of consideration received by the Investors (to the extent permitted under Section 409A of the Code), so long as the value of the Change in Control Price applied to such Option, as determined by the Board in good faith, is at least equal to the Change in Control Price paid to the Investors. Subject to the preceding sentences, the Board may, in its sole discretion, pay different forms of consideration in respect of different Options (or in respect of the vested portion or unvested portion of Awards) or Options held by different Participants.

The effect (if any) of a Change in Control upon shares of Restricted Stock and Restricted Stock Units shall be as provided in the Award Agreement governing such Award or any more favorable treatment determined by the Board prior to the Change in Control, and in the case of Restricted Stock Units consistent with Section 409A of the Code.

Section 8.2 Alternative Award. Except as otherwise provided in an Option Agreement, no cancellation, acceleration of vesting or other payment shall occur with respect to any Option if the Board reasonably determines in good faith, prior to the occurrence of a Change in Control, that such Option shall be honored or assumed, or new rights substituted therefor following the Change in Control (such honored, assumed or substituted award, an “Alternative Award”), provided that any Alternative Award must:

(a) give the Participant who held such Option rights and entitlements substantially equivalent to or better than the rights and terms applicable under such Option, including, but not limited to, an identical or better exercise and vesting schedule, and identical or better timing and methods of payment; and

(b) have terms such that if a Participant’s employment is involuntarily (i.e., by the Company or its successor other than for Cause) or constructively (i.e., by the Participant with “good reason”, which, for a Participant who is a party to an employment or other services agreement with the Company or its Affiliate that contains such term, shall be as defined in such employment or other services agreement, and, for a Participant who is not a party to an employment agreement or other services containing such term, shall be determined by the Board prior to the Change in Control so as to be reasonably protective of the Participant in light of the circumstances of the particular transaction) terminated within two years

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following a Change in Control at a time when any portion of the Alternative Award is unvested, the unvested portion of such Alternative Award shall immediately vest in full and such Participant shall receive either (1) a cash payment equal in value to the excess (if any) of the fair market value of the stock subject to the Alternative Award at the date of exercise or settlement (as determined in good faith by the board of directors of the issuer of the Alternative Award) over the price (if any) that such Participant would be required to pay to exercise such Alternative Award or (2) publicly-traded shares or equity interests equal in value equal to the value in clause (1).

Any Alternative Award shall either be exempt from, or otherwise comply with, Section 409A of the Code.

Section 8.3 Limitation of Benefits. Unless otherwise provided in the Award Agreement, if, whether as a result of accelerated vesting, the grant of an Alternative Award or otherwise, a Participant would receive any payment, deemed payment or other benefit as a result of the operation of Section 8.1 or Section 8.2 that, together with any other payment, deemed payment or other benefit a Participant may receive under any other plan, program, policy or arrangement, would constitute an “excess parachute payment” under Section 280G of the Code, then, notwithstanding anything in this Plan to the contrary, the payments, deemed payments or other benefits such Participant would otherwise receive under Section 8.1 or 8.2 shall be reduced to the extent necessary to eliminate (or, if not able to be completely eliminated, to the extent necessary to be mitigated to the maximum extent practicable) any such excess parachute payment and such Participant shall have no further rights or claims with respect thereto. If the preceding sentence would result in a reduction of the payments, deemed payments or other benefits a Participant would otherwise receive in more than an immaterial amount, the Company will (1) submit payment of the reduced payments to the Company’s shareholders for approval in the manner provided for in Section 280G(b)(5) of the Code and the regulations thereunder with respect to such reduced payments or other benefits (if the Company is eligible to do so), so that, if such shareholder approval is obtained, such payments would not be treated as “parachute payments” for these purposes (and therefore would cease to be subject to reduction pursuant to this Section 8.3) and (2) use commercially reasonable efforts to obtain such approval.

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Article IX

Authority to Vary Terms or Establish Local Jurisdiction Plans

The Board may vary the terms of Awards under the Plan for different Participants or groups of Participants prior to grant or sale, or establish sub-plans under this Plan to authorize the grant or sale of awards that have additional or different terms or features from those otherwise provided for in the Plan, if and to the extent the Board determines necessary or appropriate to permit the grant or sale of awards that are best suited to further the purposes of the Plan and to comply with applicable securities laws in a particular jurisdiction or provide terms appropriately suited for Participants in such jurisdiction in light of the tax laws or accounting treatment applicable to such jurisdiction while being as consistent as otherwise possible with the terms of Awards under the Plan; provided that this Article IX shall not be deemed to authorize any increase in the number of shares of Common Stock available for issuance under the Plan set forth in Section 3.1.

Article X

Amendment, Modification, and Termination of the Plan

The Board may terminate or suspend the Plan at any time, and may amend or modify the Plan from time to time. No amendment, modification, termination or suspension of the Plan shall have a substantial adverse effect on the economic terms of any Award theretofore granted under the Plan without the consent of the Participant holding such Award or the consent of a majority of Participants holding similar Awards (such majority to be determined based on the number of shares covered by such Awards). Shareholder approval of any such amendment, modification, termination or suspension shall be obtained to the extent mandated by applicable law, or if otherwise deemed appropriate by the Board.

Article XI

Definitions

Section 11.1 Definitions. Whenever used herein, the following terms shall have the respective meanings set forth below:

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such first Person; provided that a director, officer, member of management or other employee of the Company or any Subsidiary shall not be deemed to be an Affiliate of the Investors. For these purposes, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person by reason of ownership of voting securities, by contract or otherwise. For purposes of the Plan, Affiliates of the Company shall include independent physician associations for which the Company or any of the Subsidiaries provide management services, unless the Board determines otherwise.

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“Alternative Award” has the meaning given in Section 8.2.

“Award” shall mean an Option, an offer and sale of Common Stock pursuant to Article IV or any Restricted Stock or Restricted Stock Unit, in each case granted or sold pursuant to the terms of the Plan (or, if applicable, the Former Plan).

“Award Agreement” means a Subscription Agreement, an Option Agreement or any other agreement evidencing an Award.

“Board” means the Board of Directors of the Company or, to the extent that a delegation to a committee has occurred as provided in Section 2.3, such committee (to the extent of such delegation).

“Cause” shall, as to any Participant, have the same meaning set forth in the employment or other services agreement to which the Participant is a party with the Company or its Affiliate that contains a definition of “Cause”, or, in the absence of such an employment or other services agreement or definition, shall mean any of the following: (i) the Participant’s commission of a crime involving fraud, theft, false statements or other similar acts or commission of any crime that is a felony (or a comparable classification in a jurisdiction that does not use these terms); (ii) the Participant’s willful or grossly negligent failure to perform his or her employment-related duties for the Company and the Subsidiaries, or willful misconduct in the performance of such duties; (iii) the Participant’s material violation of any Company or Subsidiary policy as in effect from time to time; (iv) the Participant’s engaging in any act or making any statement that impairs, impugns, denigrates, disparages or negatively reflects upon the name, reputation or business interests of the Company or the Subsidiaries; (v) the Participant’s material breach of any Award Agreement, employment agreement, or noncompetition, nondisclosure or nonsolicitation agreement to which the Participant is a party or by which the Participant is bound or (vi) the Participant’s engaging in any conduct injurious or detrimental to the Company or any Subsidiary. The determination as to whether “Cause” has occurred shall be made by the Board acting reasonably and in good faith, which shall have the authority to waive the consequences under the Plan of the existence or occurrence of any of the events, acts or omissions constituting “Cause.” Unless otherwise expressly provided in a Participant’s employment or services agreement with the Company or its Affiliate, a termination for Cause shall be deemed to include a determination following a Participant’s termination of employment or services for any reason that circumstances existing prior to such termination for the Company or one of the Subsidiaries to have terminated such Participants employment for Cause; provided, that such

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determination shall be made not later than ninety (90) days following the date on which the Board first has actual knowledge of the relevant conduct (and, for avoidance of doubt, if the Board undertakes an internal investigation of such conduct, the Board shall not be deemed to have actual knowledge of such conduct until the conclusion of such investigation).

“Change in Control” means the first to occur of the following events after the Effective Date:

(i) the acquisition by any person, entity or “group” (as defined in Section 13(d) of the Exchange Act) of more than 50% of the combined voting power of the Company’s then outstanding voting securities, other than any such acquisition by the Company, any of the Subsidiaries, any employee benefit plan of the Company or any of the Subsidiaries, or by the Investors, or any Affiliates of any of the foregoing;

(ii) the merger, consolidation or other similar transaction involving the Company, as a result of which both (x) persons who were stockholders of the Company immediately prior to such merger, consolidation, or other similar transaction do not, immediately thereafter, own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company, and (y) the Investors (individually or collectively) do not, immediately thereafter, own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company;

(iii) within any 12-month period, the persons who were directors of the Company at the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board, provided that any director elected or nominated for election to the Board by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this clause (iii); or

(iv) the sale, transfer or other disposition of all or substantially all of the assets of the Company to one or more persons or entities that are not, immediately prior to such sale, transfer or other disposition, Affiliates of the Company.

Notwithstanding the foregoing, a Public Offering shall not constitute a Change in Control.

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“Change in Control Price” means the price per share of Common Stock paid in conjunction with any transaction resulting in a Change in Control; provided that if any part of this price is payable other than in cash, is payable on a deferred basis (e.g., installments) or subject to performance or other conditions (e.g., an earnout), the Change in Control Price payable in respect of one or more Awards shall be determined in good faith by the Board as constituted immediately prior to the Change in Control and the Board may, in its sole discretion, pay all or any portion of the Change in Control Price at different times or under different conditions if consistent with Section 409A of the Code.

“Code” means the United States Internal Revenue Code of 1986, as amended, and any successor thereto.

“Common Stock” means the Common Stock, par value U.S. $0.01 per share, of the Company and, if applicable, any securities which may be issued after the Effective Date in respect of, or in exchange for, the shares of Common Stock.

“Company” means Agilon Health Topco, Inc., a Delaware corporation, and any successor thereto; provided that for purposes of determining the status of a Participant’s employment with or provision of services to the “Company,” such term shall include the Company and/or any of the Subsidiaries or Affiliates of the Company that employ or receive services from the Participant.

“Director” means a non-employee member of the Board.

“Disability” means, unless otherwise provided in an Award Agreement, a Participant’s long-term disability within the meaning of the long-term disability insurance plan or program of the Company or any Subsidiary then covering the Participant, or in the absence of such a plan or program, as determined by the Board. The Board’s reasoned and good faith judgment of Disability shall be final and shall be based on such competent medical evidence as shall be presented to it by the Participant or by any physician or group of physicians or other competent medical expert employed by the Participant or the Company to advise the Board. Notwithstanding the foregoing, for any Award that is subject to Section 409A of the Code, “Disability” shall have the same meaning as set forth in Section 409A of Code.

“Effective Date” has the meaning given in Section 12.10.

“Employee” means any executive, officer or other employee of the Company or any Subsidiary.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Fair Market Value” means, as of any date of determination prior to a Public Offering, the per share fair market value on such date of a share of Common Stock as determined in good faith by the Board, in compliance with Section 409A of the Code. In making a determination of Fair Market Value, the Board shall give due consideration to such factors as it deems appropriate, including, but not limited to, the earnings and other financial and operating information of the Company in recent periods, the potential value of the Company as a whole, the future prospects of the Company and the industries in which it competes, the history and management of the Company, the general condition of the securities markets, the fair market value of securities of companies engaged in businesses similar to those of the Company, and any recent valuation of the Common Stock that shall have been performed by an independent valuation firm (although nothing herein shall obligate the Board to obtain any such independent valuation). Following a Public Offering, unless the Board determines otherwise, “Fair Market Value” shall mean, as of any date of determination, the closing price of a share of Common Stock as reported on the principal stock exchange on which the shares of Common Stock are then listed (or if such date is not a trading day on such exchange, as of the immediately preceding trading day).

“Financing Agreements” means any guaranty, financing or security agreement or document entered into by the Company or any Subsidiary from time to time.

“Former Plan” has the meaning given in the preamble.

“Grant Date” means, with respect to any Award, the date as of which such Award is granted pursuant to the Plan (or, if applicable, the Former Plan).

“Investor” means (i) CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership, (ii) any of its Affiliates (other than the Company and the Subsidiaries) that acquires Common Stock, and (iii) any successor in interest to any such Person.

“Option” means the right granted pursuant to the Plan (or, if applicable, the Former Plan) to purchase one share of Common Stock.

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“Option Agreement” means an agreement between the Company and a Participant embodying the terms of any Options granted pursuant to the Plan (or, if applicable, the Former Plan) and in the form approved by the Board from time to time for such purpose.

“Option Limit” has the meaning given in Section 3.1.

“Other Award Limit” has the meaning given in Section 3.1.

“Participant” means any Employee, officer, Director, independent contractor, consultant or other service provider who is granted an Award.

“Person” means any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity.

“Plan” means this Amended and Restated Agilon Health Topco, Inc. Stock Incentive Plan, as amended from time to time.

“Public Offering” means the first day as of which (i) there has occurred an initial public offering of Common Stock pursuant to an effective registration statement under the Securities Act with aggregate gross cash proceeds (without regard to any underwriting discount or commission) of at least $75 million (whether to the Company, its stockholders, or both), or (ii) the Board has determined that shares of the Common Stock otherwise have become publicly-traded for this purpose.

“Restricted Stock” means shares of Common Stock subject to a Restriction Period granted to a Participant under the Plan.

“Restricted Stock Unit” means a contractual right of a Participant to receive a stated number of shares of Common Stock, or, at the discretion of the Board, cash based on the Fair Market Value of such shares of Common Stock, under the Plan at the end of a specified period of time, that is forfeitable by the Participant until the completion of a specified period of future service or in accordance with the terms of the Plan or applicable Award Agreement or that is otherwise subject to a Restriction Period.

“Restriction Period” means the period during which any Restricted Stock or Restricted Stock Units are subject to forfeiture and/or restrictions on transfer pursuant to the terms of the Plan.

“Retirement” means, in the case of an Employee, any termination of a Participant’s employment at or after normal retirement age under the Company’s policies, as in effect from time to time, excluding a termination by the Company for Cause.

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“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Special Termination” means a termination by reason of the Participant’s death or Disability.

“Subscription Agreement” means a stock subscription agreement between the Company and a Participant embodying the terms of any stock purchase made pursuant to the Plan (or, if applicable, the Former Plan) and in the form approved by the Board from time to time for such purpose.

“Subsidiary” means any corporation, limited liability company or other entity, a majority of whose outstanding voting securities is owned, directly or indirectly, by the Company.

Section 11.2 Rules of Construction.

(a) Gender and Number. Except when otherwise indicated by the context, words in the masculine gender used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.

(b) Use of the term “Employ”. The phrase “employment with the Company” and corollary terms used herein and in an Award Agreement with respect to a Participant shall be construed to refer to the Participant’s provision of services to the Company and/or the Affiliates as an Employee, Director, independent contractor, consultant or other service provider, and “termination of employment” and corollary terms used herein or in an Award Agreement with respect to a Participant shall be construed to refer to the Participant’s cessation of such services in all capacities. Without limiting the foregoing, the words “employment”, “employ” and corollary terms used herein and in an Award Agreement with respect to a non-employee Director shall be construed to refer to the Director’s service as a non-employee member of the Board. For purposes of the Plan and any Award Agreement, unless the Board determines otherwise or applicable law requires otherwise, the transfer of employment of an Employee as between the Company and any of its Affiliates shall not be treated as a termination of employment.

(c) Termination of Employment. It shall be condition of each Award under the Plan that the date of termination of a Participant’s employment shall be determined without regard to any statutory or deemed or express contractual notice period, unless otherwise required by law.

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Article XII

Miscellaneous Provisions

Section 12.1 Nontransferability of Awards. Except as otherwise provided herein, in a Subscription Agreement or as the Board may permit on such terms as it shall determine, no Awards granted under the Plan may be sold, transferred, pledged, assigned, hedged, encumbered or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. All rights with respect to Awards granted to a Participant under the Plan shall be exercisable during the Participant’s lifetime by such Participant only (or, in the event of the Participant’s Disability, such Participant’s legal representative). Following a Participant’s death, all rights with respect to Awards that were outstanding at the time of such Participant’s death and have not terminated shall be exercised by his designated beneficiary or by his estate in the absence of a designated beneficiary.

Section 12.2 Tax Withholding. The Company or the Subsidiary employing a Participant shall have the power to withhold up to the maximum statutory requirement, or to require such Participant to remit to the Company or such Subsidiary, an amount sufficient to satisfy all U.S. federal, state, local and any non-U.S. withholding tax and other governmental tax, charge or fee requirements in respect of any Award granted under the Plan (excluding, where applicable, the employer portion of any employment, social or similar taxes).

Section 12.3 Beneficiary Designation. Pursuant to such rules and procedures as the Board may from time to time establish, a Participant may name a beneficiary or beneficiaries (who may be named contingently or successively) by whom any right under the Plan is to be exercised in case of such Participant’s death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during his lifetime.

Section 12.4 No Guarantee of Employment or Participation. Nothing in the Plan or in any agreement granted hereunder shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment or retention at any time, or confer upon any Participant any right to continue in the employ or retention of the Company or any Subsidiary. No individual shall have a right to be selected as a Participant or, having been so selected, to receive any other or future Awards.

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Section 12.5 No Limitation on Compensation; No Impact on Benefits. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary to establish other plans or to pay compensation to Participants, in cash or property, in a manner that is not expressly authorized under the Plan. Except as may otherwise be specifically and unequivocally stated under any employee benefit plan, policy or program or to the extent required by applicable law, no amount payable in respect of any Award shall be treated as compensation for purposes of calculating a Participant’s rights under any such plan, policy or program. The selection of an Employee as a Participant shall neither entitle such Employee to, nor disqualify such Employee from, participation in any other award or incentive plan.

Section 12.6 No Voting Rights. Except as otherwise required by law, no Participant holding any Awards granted under the Plan (excluding, for the avoidance of doubt, shares of Common Stock sold under Article IV) shall have any right in respect of such Awards to vote on any matter submitted to the Company’s stockholders until such time as the shares of Common Stock underlying such Awards have been issued, and then, subject to the voting restrictions contained in the Subscription Agreement.

Section 12.7 Requirements of Law. The granting or sale of Awards and the issuance of shares of Common Stock pursuant to the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. No Awards shall be granted or sold under the Plan, and no Common Stock shall be issued under the Plan, if such grant or issuance would result in a violation of applicable law, including U.S. federal securities laws and any applicable state or non-U.S. securities laws.

Section 12.8 Freedom of Action. Nothing in the Plan or any Award Agreement evidencing an Award shall be construed as limiting or preventing the Board, the Company or any Subsidiary from taking any action that it deems appropriate or in its best interest (as determined in its sole and absolute discretion) and no Participant (or person claiming by or through a Participant) shall have any right relating to the diminishment in the value of any Award as a result of any such action. This Section 12.8 shall not be construed to enlarge the rights of the Company or the Board hereunder with respect to the interpretation or administration of the Plan or any Award Agreements.

Section 12.9 Unfunded Plan; Plan Not Subject to ERISA. The plan is an unfunded plan and Participants shall have the status of unsecured creditors of the Company. The Plan is not intended to be subject to the Employee Retirement Income and Security Act of 1974, as amended.

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Section 12.10 Term of Plan. The Plan shall be effective as of April 27, 2017 (the “Effective Date”) and shall continue in effect, unless sooner terminated pursuant to Article X, until June 30, 2026 (i.e., the tenth anniversary of the adoption date of the Former Plan). The provisions of the Plan shall continue thereafter to govern all outstanding Awards.

Section 12.11 Governing Law. The Plan, and all agreements hereunder, shall be governed by and construed in accordance with the law of the State of Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction.

Section 12.12 Currency Conversion. To the extent the Board deems any currency conversions necessary under the Plan, such currency conversions shall be made in accordance with the Company’s foreign currency exchange policy, if any, as in effect at the time of such currency conversions, or, if the Company does not then have such a policy, by the Board in good faith.

Section 12.13 Section 409A of the Code. This Plan and the Award Agreements entered into pursuant to this Plan are intended to be exempt from or comply with the requirements of Section 409A of the Code and shall be construed and interpreted in accordance with such intent.

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EX-10.8

Exhibit 10.8

EXECUTION COPY

INDEMNIFICATION AGREEMENT

Indemnification Agreement (this “Agreement”), dated as of December 8, 2020, by and among Agilon Health Topco, Inc., a Delaware corporation (“Topco”), Agilon Health Holdings, Inc. (f/k/a CD&R Vector Topco, Inc.), a Delaware corporation (“Holdings”), agilon health, inc. (f/k/a CD&R Vector Parent, Inc.), a Delaware corporation (“Opco”), and Primary Provider Management Co., Inc., a California corporation (“PPMC” and, together with Topco, Holdings and Opco, the “Companies”, and each, a “Company”) and Steven Sell (“Indemnitee”).

WHEREAS, qualified persons are reluctant to serve companies as managers, directors, officers or otherwise unless they are provided with comprehensive indemnification and insurance against claims arising out of their service to and activities on behalf of the companies;

WHEREAS, the Companies have determined that attracting and retaining such persons is in the best interests of the Companies and their owners and that it is reasonable, prudent and necessary for the Companies to indemnify such persons to the fullest extent permitted by applicable law and to provide reasonable assurance regarding insurance; and

WHEREAS, Indemnitee became a member of the Board of Directors of Topco on June 1, 2020 (the “Appointment Date”).

NOW, THEREFORE, the Companies and Indemnitee hereby agree as follows:

1. Defined Terms; Construction.

(a) Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Company Group” means Topco, Holdings, Opco, Agilon Health Intermediate Holdings, Inc. (f/k/a CD&R Vector Midco, Inc.), Vector Vantage Parent, Inc., Vector LAMC Parent, Inc. and Vector Cal Care Parent, Inc.

“Corporate Status” means the status of a person who is or was a member of the Governing Body (or of any committee thereof), officer, employee or agent of any of the members of the Company Group or any of their subsidiaries, or of any predecessor thereof, or is or was serving at the request of any of the members of the Company Group as a member of the Governing Body (or of any committee thereof), officer, employee or agent of another entity, or of any predecessor thereof, including service with respect to an employee benefit plan.

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“Determination” means a determination that either (x) there is a reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (a “Favorable Determination”) or (y) there is no reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (an “Adverse Determination”). An Adverse Determination shall include the decision that a Determination was required in connection with indemnification and the decision as to the applicable standard of conduct.

“DGCL” means the General Corporation Law of the State of Delaware, as amended from time to time.

“Expenses” means all attorneys’ fees and expenses, retainers, court, arbitration and mediation costs, transcript costs, fees and expenses of experts, witnesses and public relations consultants, bonds, costs of collecting and producing documents, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, appealing or otherwise participating in a Proceeding.

“Governing Body” means in the case of a corporation its board of directors, in the case of a limited liability company its board of managers or similar body and in the case of any other form of entity any similar governing body.

“Independent Legal Counsel” means an attorney or firm of attorneys competent to render an opinion under the applicable law, selected in accordance with the provisions of Section 5(e), who has not performed any services for any of the members of the Company Group or any of their subsidiaries or for Indemnitee (other than in connection with a Determination or a determination regarding the rights of indemnitees under other indemnity agreements) within the past five years.

“Proceeding” means a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including without limitation a claim, demand, discovery request, formal or informal investigation, inquiry, administrative hearing, arbitration or other form of alternative dispute resolution, including an appeal from any of the foregoing.

(b) Construction. For purposes of this Agreement,

(i) References to a Company and its “subsidiaries” shall include any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise that before or after the date of this Agreement is party to a merger or consolidation with such Company or any such subsidiary or that is a successor to such Company as contemplated by Section 8(e).

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(ii) References to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan.

(iii) References to a “witness” in connection with a Proceeding shall include any interviewee or person called upon to produce documents in connection with such Proceeding.

2. Agreement to Serve.

Indemnitee agrees to continue to serve as a member of the Governing Body or as an officer of any of the members of the Company Group or one or more of their subsidiaries and in such other capacities as Indemnitee may serve at the request of any of the members of the Company Group from time to time, and by their execution of this Agreement the Companies each confirm their request that Indemnitee so serve. Indemnitee shall be entitled to resign or otherwise terminate such service with immediate effect at any time, and neither such resignation or termination nor the length of such service shall affect Indemnitee’s rights under this Agreement. This Agreement shall not constitute an employment agreement, supersede any employment agreement to which Indemnitee is a party or create any right of Indemnitee to continued employment or appointment.

3. Indemnification.

(a) General Indemnification. From and after the Appointment Date, the Companies shall, and shall cause their subsidiaries to, indemnify Indemnitee, to the fullest extent permitted by applicable law in effect on the Appointment Date or the date hereof (whichever provides Indemnitee a broader scope of permitted indemnification) or as amended to increase the scope of permitted indemnification, against Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement (including all interest, taxes, assessments and other charges in connection therewith) incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status. For the avoidance of any doubt, this Agreement and Indemnitee’s right to indemnification pursuant to this Section 3 applies with respect to Indemnitee’s Corporate Status from and after the Appointment Date.

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(b) Additional Indemnification Regarding Expenses. Without limiting the foregoing, in the event any Proceeding is initiated by Indemnitee or by any of the members of the Company Group, any of their subsidiaries or any other person to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or advancement of Expenses (or related obligations of Indemnitee) under any member of the Company Group’s or any such subsidiary’s certificate of incorporation, limited partnership or formation, bylaws, limited liability company agreement, limited partnership agreement or other organizational agreement or instrument, any other agreement to which Indemnitee and any of the members of the Company Group or any of their subsidiaries are party, any vote of stockholders, partners, directors, members or managers of any of the Companies or any of their subsidiaries, any applicable law or any liability insurance policy, the Companies shall indemnify Indemnitee against all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by the court or arbitrator presiding over such Proceeding.

(c) Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Companies for a portion of any Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement incurred by Indemnitee, but not for the total amount thereof, the Companies shall nevertheless indemnify Indemnitee for such portion.

(d) Non-exclusivity; Other Rights to Indemnification. The indemnification and advancement rights provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under the certificate of incorporation, limited partnership or formation, bylaws, limited liability company agreement, limited partnership agreement or other organizational agreement or instrument of any of the members of the Company Group or any of their subsidiaries, any other agreement, any vote of stockholders, partners, directors, members or managers, any applicable law or any liability insurance policy; provided that, to the extent that Indemnitee is entitled to be indemnified by any of the Companies and by any equity holder of Topco or any affiliate (other than the Companies and their subsidiaries) of any such equity holder or any insurer under a policy procured by any such equity holder or affiliate, (i) the obligations of the Companies hereunder shall be primary and the obligations of such equity holder, affiliate or insurer secondary, and (ii) the Companies shall not be entitled to contribution or indemnification from or subrogation against such equity holder, affiliate or insurer. Any such equity holder or affiliate shall be entitled to enforce the Companies’ obligation to provide indemnification in accordance with the priorities set forth in this Section 3(d) directly against the Companies, and each such equity holder or affiliate shall constitute an express intended third party beneficiary under this Agreement for such purpose, and in the event that any such equity holder or affiliate makes indemnification payments or advances to Indemnitee in respect of any Expenses, losses, liabilities, judgments, fines, penalties or amounts paid in settlement for which any of the Companies would also be obligated pursuant to this Agreement, the obligated Company or Companies shall reimburse such equity holder or affiliate in full on demand.

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(e) Exceptions. Any other provision herein to the contrary notwithstanding, the Companies shall not be obligated under this Agreement to indemnify Indemnitee for Expenses incurred in connection with Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) as contemplated by Section 3(b), (ii) in specific cases if the Governing Body of Topco has approved the initiation or bringing of such Proceeding, and (iii) as may be required by law.

(f) Subrogation. Except as set forth in Section 3(d)(ii) of this Agreement, in the event of payment under this Agreement, the Companies shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute such documents and do such acts as any of the Companies may reasonably request to secure such rights and to enable the Companies effectively to bring suit to enforce such rights.

(g) Companies’ Obligations Joint and Several. Except as limited by the last sentence of Section 8(e), the Companies shall be jointly and severally liable for all of their obligations to Indemnitee under this Agreement.

4. Advancement of Expenses.

The Companies shall pay all Expenses incurred by Indemnitee in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s Corporate Status, other than a Proceeding initiated by Indemnitee for which the Companies would not be obligated to indemnify Indemnitee pursuant to Section 3(e)(i), in advance of the final disposition of such Proceeding and without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses and without regard to whether an Adverse Determination has been made, except as contemplated by the last sentence of Section 5(f). Indemnitee shall repay such amounts advanced if and to the extent that it shall ultimately be determined in a decision by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Companies for such Expenses. Such repayment obligation shall be unsecured and shall not bear interest. The Companies shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment.

5. Indemnification Procedure.

(a) Notice of Proceeding; Cooperation. Indemnitee shall give the Companies notice in writing as soon as practicable of any Proceeding for which indemnification will or could be sought under this Agreement, provided that any failure or delay in giving such notice shall not relieve the Companies of their obligations under this Agreement unless and to the extent that (i) none of the members of the Company Group nor any of their subsidiaries are party to or aware of such Proceeding and (ii) the Companies are materially prejudiced by such failure.

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(b) Settlement. The Companies will not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee unless such settlement solely involves the payment of money by persons other than Indemnitee and includes an unconditional release of Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters. The Companies shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Companies’ prior written consent, which shall not be unreasonably withheld.

(c) Request for Payment; Timing of Payment. To obtain indemnification payments or advances under this Agreement, Indemnitee shall submit to the Companies a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Companies and reasonably available to Indemnitee. The Companies shall make indemnification payments to Indemnitee no later than 30 days, and advances to Indemnitee no later than 10 days, after receipt of the written request of Indemnitee.

(d) Determination. The Companies intend that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 and that no Determination shall be required in connection with such indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to Section 4 or in connection with indemnification for Expenses incurred as a witness or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee, and any such Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows, (i) by a majority vote of the members of the Governing Body of Topco who are not parties to such Proceeding, even though less than a quorum, with the advice of Independent Legal Counsel, (ii) by a committee of such members designated by majority vote of such members, even though less than a quorum, with the advice of Independent Legal Counsel, (iii) if there are no such members, or if such members so direct, by Independent Legal Counsel in a written opinion to the Companies and Indemnitee, or (iv) by holders of a majority of the outstanding equity interests in Topco. The Companies shall pay all Expenses incurred by Indemnitee in connection with a Determination.

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(e) Independent Legal Counsel. Independent Legal Counsel shall be selected by the Governing Body of Topco and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed). The Companies shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement.

(f) Consequences of Determination; Remedies of Indemnitee. The Companies shall be bound by and shall have no right to challenge a Favorable Determination. If an Adverse Determination is made, or if for any other reason the Companies do not make timely indemnification payments or advances of Expenses, Indemnitee shall have the right to commence a Proceeding before a court of competent jurisdiction to challenge such Adverse Determination and/or to require the Companies to make such payments or advances (and the Companies shall have the right to defend their position in such Proceeding and to appeal any adverse judgment in such Proceeding). Indemnitee shall be entitled to be indemnified for all Expenses incurred in connection with such a Proceeding in accordance with Section 3(b) and to have such Expenses advanced by the Companies in accordance with Section 4. If Indemnitee fails to challenge an Adverse Determination, or if Indemnitee challenges an Adverse Determination and such Adverse Determination has been upheld by a final judgment of a court of competent jurisdiction from which no appeal can be taken, then, to the extent and only to the extent required by such Adverse Determination or final judgment, the Companies shall not be obligated to indemnify or advance Expenses to Indemnitee under this Agreement.

(g) Presumptions; Burden and Standard of Proof. In connection with any Determination, or any review of any Determination, by any person, including a court:

(i) It shall be a presumption that a Determination is not required.

(ii) It shall be a presumption that Indemnitee has met the applicable standard of conduct and that indemnification of Indemnitee is proper in the circumstances.

(iii) The burden of proof shall be on the Companies to overcome the presumptions set forth in the preceding clauses (i) and (ii), and each such presumption shall only be overcome if the Companies establish that there is no reasonable basis to support it.

(iv) The termination of any Proceeding by judgment, order, finding, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that Indemnitee did not meet the applicable standard of conduct or that a court has determined that indemnification is not permitted by this Agreement or otherwise.

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(v) Neither the failure of any person or persons to have made a Determination nor an Adverse Determination by any person or persons shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee did not meet the applicable standard of conduct, and any Proceeding commenced by Indemnitee pursuant to Section 5(f), other than one to enforce a Favorable Determination, shall be de novo with respect to all determinations of fact and law.

6. Directors and Officers Liability Insurance.

(a) Maintenance of Insurance. So long as any of the members of the Company Group or any of their subsidiaries maintains directors and officers liability insurance for any managers, directors, officers, employees or agents of any such person, the Companies shall ensure that Indemnitee is covered by such insurance in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Companies’ and their subsidiaries’ then current managers, directors and officers. If at any time (i) such insurance ceases to cover acts and omissions occurring during all or any part of the period of Indemnitee’s Corporate Status or (ii) none of the members of the Company Group nor any of their subsidiaries maintains any such insurance, the Companies shall ensure that Indemnitee is covered, for at least six years (or such shorter period as is available on commercially reasonable terms) from such time, by other directors and officers liability insurance, in amounts and on terms (including the portion of the period of Indemnitee’s Corporate Status covered) no less favorable to Indemnitee than the amounts and terms of the liability insurance maintained on the Appointment Date or the date hereof (whichever terms are more favorable to Indemnitee).

(b) Notice to Insurers. Upon receipt of notice of a Proceeding pursuant to Section 5(a), the Companies shall give or cause to be given prompt notice of such Proceeding to all insurers providing liability insurance in accordance with the procedures set forth in all applicable or potentially applicable policies. The Companies shall thereafter take all necessary action to cause such insurers to pay all amounts payable in accordance with the terms of such policies.

7. Exculpation, etc.

(a) Limitation of Liability. If Indemnitee is, has been or in the future becomes a director of any of the members of the Company Group or any of their subsidiaries, Indemnitee shall not be personally liable to any of the members of the Company Group or any such subsidiary or to the stockholders, members or partners of

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any of the members of the Company Group or any such subsidiary for monetary damages for breach of fiduciary duty as a director; provided that the foregoing shall not eliminate or limit the liability of the Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to a member of the Company Group or such a subsidiary or the stockholders, members or partners thereof; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) under Section 174 of the DGCL or any similar provision of other applicable corporations law; or (iv) for any transaction from which the Indemnitee derived an improper personal benefit, in each case, as determined by a final, non-appealable order of a court of competent jurisdiction. If the DGCL or such other applicable law shall be amended to permit further elimination or limitation of the personal liability of directors or officers, then the liability of the Indemnitee shall, automatically, without any further action, be eliminated or limited to the fullest extent permitted by the DGCL or such other applicable law as so amended.

(b) Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of any of the members of the Company Group or any of their subsidiaries against Indemnitee or Indemnitee’s estate, spouses, heirs, executors, personal or legal representatives, administrators or assigns after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of any of the members of the Company Group or any of their subsidiaries shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period, provided that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

8. Miscellaneous.

(a) Non-Circumvention. None of the Companies shall seek or agree to any order of any court or other governmental authority that would prohibit or otherwise interfere, and shall not take or fail to take any other action if such action or failure would reasonably be expected to have the effect of prohibiting or otherwise interfering, with the performance of the Companies’ indemnification, advancement or other obligations under this Agreement.

(b) Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

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(c) Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, (ii) on the first business day following the date of dispatch if delivered by a recognized next-day courier service or (iii) on the third business day following the date of mailing if delivered by domestic registered or certified mail, properly addressed, or on the fifth business day following the date of mailing if sent by airmail from a country outside of North America, to Indemnitee at the address shown on the signature page to this Agreement, to the Companies at the following address, or in either case as subsequently modified by written notice:

Agilon Health Topco, Inc.

One World Trade Center, Suite 2050

Long Beach, CA 90831

Attention: Steven Sell

A copy of any notice or other communication given under this Agreement shall also be given to:

c/o Clayton, Dubilier & Rice, LLC

375 Park Avenue, 18^th Floor

New York, NY 10152

Attention: Ravi Sachdev

E-mail: RSachdev@cdr-inc.com

and

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention: Christopher Anthony

E-mail: canthony@debevoise.com

(d) Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by all the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

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(e) Successors and Assigns. This Agreement (i) shall be binding upon the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of any of the Companies), (ii) shall inure to the benefit of and be enforceable by (A) the parties hereto, (B) any such successors and assigns, (C) any heirs, executors, devisees, administrators and other legal representatives of Indemnitee and (D) to the extent provided in Section 3(d) above, any express third party beneficiary hereof and (iii) shall continue as to Indemnitee after he or she has ceased to be a director, officer, employee or agent of the Companies.

(f) Choice of Law; Consent to Jurisdiction. This Agreement shall be governed by and its provisions construed in accordance with the laws of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law principles thereof. The Companies and Indemnitee each hereby irrevocably consents to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the courts of the State of Delaware.

(g) Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto, provided that the provisions hereof shall not supersede the provisions of certificate of incorporation, limited partnership or formation, bylaws, limited liability company agreement, limited partnership agreement or other organizational agreement or instrument of the Companies and their subsidiaries, any agreement, any vote of members, managers, stockholders, partners or directors or any applicable law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.

(h) Counterparts. This Agreement may be executed in one or more counterparts (including facsimile or .pdf counterparts), each of which shall constitute an original.

[The remainder of this page has been left blank intentionally.]

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

AGILON HEALTH TOPCO, INC.
By:	/s/ Kenneth Bellendir
	Name:	Kenneth Bellendir
	Title:	Vice President and Secretary
AGILON HEALTH HOLDINGS, INC.
By:	/s/ Kenneth Bellendir
	Name:	Kenneth Bellendir
	Title:	Vice President and Secretary
AGILON HEALTH, INC.
By:	/s/ Kenneth Bellendir
	Name:	Kenneth Bellendir
	Title:	Vice President and Secretary

[Signature Page to Director Indemnification Agreement]

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PRIMARY PROVIDER MANAGEMENT CO., INC.
By:	/s/ Kenneth Bellendir
	Name: Kenneth Bellendir
	Title: Vice President, Treasurer and Secretary

[Signature Page to Director Indemnification Agreement]

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AGREED TO AND ACCEPTED:
INDEMNITEE:
By:	/s/ Steven Sell
	Name: Steven Sell
Address:	1 World Trade Center
	Suite 2000
	Long Beach, CA 90831

[Signature Page to Director Indemnification Agreement]

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Schedule to Exhibit 10.8

The following directors are each party to an Indemnification Agreement with agilon health, each of which is substantially identical in all material respects to the Indemnification Agreement filed as Exhibit 10.8 to this Registration Statement on Form S-1 and is dated the date listed below across from such director’s name. The actual Indemnification Agreements for such directors are omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.

Name of Signatory	Date of Agreement
Ravi Sachdev	December 8, 2020
Derek L. Strum	December 8, 2020
Ron Williams	December 8, 2020
Sharad Mansukani	December 8, 2020
Richard J. Schnall	December 8, 2020
Derek L. Strum	December 8, 2020
William Wulf	December 8, 2020
Michael Smith	December 8, 2020
Michelle Gourdine	March 5, 2021
Clay Richards	March 5, 2021

EX-10.9

Exhibit 10.9

EXECUTION VERSION

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT, dated as of July 1, 2016 (the “Agreement”), is among CD&R Vector Topco, Inc., a Delaware corporation (the “Company”), CD&R Vector Midco, Inc., a Delaware corporation (“Midco”), CD&R Vector Parent, Inc., a Delaware corporation (“Parent”) and Primary Provider Management Co., Inc., a California corporation (“Opco” and together with the Company, Midco and Parent, the “Company Entities”), CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Investor”), Clayton, Dubilier & Rice Fund IX, L.P., a Cayman Islands exempted limited partnership (the “Fund”), Clayton, Dubilier & Rice Fund IX-A, L.P., a Cayman Islands exempted limited partnership (the “Parallel Fund”), CD&R Advisor Fund IX, L.P., a Cayman Islands exempted limited partnership (together with the Fund and the Parallel Fund, the “CD&R Funds”), and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.

RECITALS

A. The Fund is managed by Manager, the general partner of the Fund is CD&R Associates IX, L.P., a Cayman Islands exempted limited partnership (the “GP of the Fund”), the general partner of the GP of the Fund is CD&R Investment Associates IX, Ltd., a Cayman Islands exempted company (together with the GP of the Fund and any other investment vehicle that is a direct or indirect stockholder in the Company and managed by Manager or its Affiliates, “Manager Associates”).

B. Parent entered into an Agreement and Plan of Merger, dated as of May 25, 2016, by and among Parent, CD&R Vector Merger Sub, Inc., a California corporation (“Merger Sub”), Lineage Investments, Inc., a California corporation (“Lineage”), and Adrian Jayasinha and Ann Abraham Azer, solely in their capacity as the representatives of sellers (the “Merger Agreement”), pursuant to which the Company, indirectly through its indirect wholly-owned subsidiary Merger Sub, acquired Lineage, the direct parent of Opco, on the date hereof, by means of a merger of Merger Sub with and into Lineage, with Lineage continuing as the surviving corporation (such merger, the “Merger”).

C. In connection with the Merger, the Fund entered into an Equity Financing Commitment Letter, dated as of May 25, 2016, with Parent (as amended, restated, supplemented or otherwise modified from time to time, the “Commitment Letter”), pursuant to which the Fund has agreed, subject to the conditions set forth therein, to purchase indirectly common stock of Parent for an aggregate purchase price equal to its Commitment (as defined in the Commitment Letter).

D. Concurrently with the execution and delivery of this Agreement, the Company and Opco have entered into a Consulting Agreement with Manager, dated as of the date hereof (as the same may be amended from time to time, the “Consulting Agreement”).

E. In order to finance the Merger and related transactions, the Company is selling shares of its common stock, par value $0.01 per share, to CD&R Investor, Ron Williams and Sharad Mansukani (the “Equity Offering”).

F. In order to finance the Merger and related transactions, the Parent and/or one or more of its wholly-owned Subsidiaries intend to enter into (i) a term loan credit facility, and (ii) a revolving credit facility (together, the “Acquisition Financings”).

G. Any member or members of the Company Group from time to time in the future may (i) offer and sell or cause to be offered and sold equity or debt securities or instruments (such offerings, collectively, the “Subsequent Offerings”), including, without limitation, (x) offerings of shares of capital stock of any member of the Company Group, and/or options to purchase such shares or other equity-linked instruments to employees, directors, managers, dealers, franchisees and consultants of and to any member or members of the Company Group (any such offering, a “Management Offering”), and (y) one or more offerings of debt securities or instruments for the purpose of refinancing any indebtedness of any member or members of the Company Group or for other corporate purposes, (ii) repurchase, redeem or otherwise acquire certain securities or instruments of any member of the Company Group or engage in recapitalization or structural reorganization transactions relating thereto (any such repurchase, redemption, acquisition, recapitalization or reorganization, a “Redemption”), in each case subject to the terms and conditions of any applicable agreement and (iii) incur or assume indebtedness for borrowed money, assume, guarantee, endorse or otherwise become liable or responsible for (whether directly or contingently or otherwise) for the obligations of any other Person or make any loan or advance to any other Person (such indebtedness, assumptions, guarantees, endorsements, loans, advances and liabilities, collectively, “Subsequent Financings”).

H. The parties hereto recognize the possibility that claims might be made against and liabilities incurred by Manager, the CD&R Funds, Manager Associates or related Persons or Affiliates under applicable securities laws or otherwise in connection with the Transactions (including the Consulting Services (as defined in the Consulting Agreement)) or the Offerings, or the Financings, or relating to other actions or omissions of or by members of the Company Group, or relating to the provision of financial, investment banking, management, advisory, consulting, monitoring or other services, including service as an officer or director of any member of the Company Group (collectively, “Services”) to the Company Group by such Persons, and the parties hereto accordingly wish to provide for Manager, the CD&R Funds, Manager Associates and related Persons and Affiliates to be indemnified in respect of any such claims and liabilities.

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NOW, THEREFORE, in consideration of the foregoing premises, and the mutual agreements and covenants and provisions herein set forth, the parties hereto hereby agree as follows:

1. Definitions.

(a) “Acquisition Financings” has the meaning specified in the Recitals to this Agreement.

(b) “Affiliate” means, with respect to any Person, (i) any other Person directly or indirectly Controlling, Controlled by or under common Control with, such Person (ii) any Person directly or indirectly owning or Controlling 10% or more of any class of outstanding voting securities of such Person or (iii) any officer, director, general partner, special limited partner or trustee of any such Person described in clause (i) or (ii).

(c) “CD&R Funds” has the meaning specified in the preamble of this Agreement.

(d) “CD&R Investor” has the meaning specified in the preamble of this Agreement.

(e) “Claim” means, with respect to any Indemnitee, any claim by or against such Indemnitee involving any Obligation with respect to which such Indemnitee may be entitled to be indemnified by any member of the Company Group under this Agreement.

(f) “Commission” means the United States Securities and Exchange Commission or any successor entity thereto.

(g) “Commitment Letter” has the meaning specified in the Recitals to this Agreement.

(h) “Company” has the meaning specified in the preamble of this Agreement.

(i) “Company Entities” has the meaning specified in the preamble of this Agreement.

(j) “Company Group” means the Company, each of its Subsidiaries and the affiliated professional corporations of Opco.

(k) “Consulting Agreement” has the meaning specified in the Recitals to this Agreement.

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(l) “Control” of any Person means the power to direct the management and policies of such Person (whether through the ownership of voting securities, by contract, as trustee or executor, as general partner, or otherwise).

(m) “Equity Offering” has the meaning specified in the Recitals to this Agreement.

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(o) “Expenses” means all attorneys’ fees and expenses, retainers, court, arbitration and mediation costs, transcript costs, fees and expenses of experts, witness and public relations consultants, bonds, costs of collecting and producing documents, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements, costs or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, appealing or otherwise participating in a Proceeding.

(p) “Financings” means the Acquisition Financings and any Subsequent Financing.

(q) “Fund” has the meaning specified in the preamble of this Agreement.

(r) “GP of the Fund” has the meaning specified in the Recitals to this Agreement.

(s) “Indemnifying Party” has the meaning set forth in Section 2(a).

(t) “Indemnitee” means each of Manager, the CD&R Funds, CD&R Investor, Manager Associates, their respective Affiliates (other than any member of the Company Group), their respective successors and assigns, and the respective directors, officers, partners, members, employees, agents, advisors, consultants, representatives and controlling persons (within the meaning of the Securities Act) of each of them, or of their partners, members and controlling persons, and each other person who is or becomes a director or an officer of any member of the Company Group, in each case irrespective of the capacity in which such person acts.

(u) “Initial Consulting Services” has the meaning specified in the Consulting Agreement.

(v) “Management Offering” has the meaning specified in the Recitals to this Agreement.

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(w) “Manager” has the meaning specified in the preamble of this Agreement.

(x) “Manager Associates” has the meaning specified in the Recitals to this Agreement.

(y) “Merger” has the meaning specified in the Recitals to this Agreement.

(z) “Merger Sub” has the meaning specified in the Recitals to this Agreement.

(aa) “Obligations” means, collectively, any and all claims, obligations, liabilities, causes of actions, Proceedings, investigations, judgments, decrees, losses, damages (including punitive, consequential, special and exemplary damages), fees, fines, penalties, amounts paid in settlement, costs and Expenses (including without limitation interest, taxes, assessments and other charges in connection therewith and disbursements of attorneys, accountants, investment bankers and other professional advisors), in each case incurred, arising or existing with respect to third parties or otherwise, at any time or from time to time.

(bb) “Offerings” means the Equity Offering, any Management Offering, any Redemption and any Subsequent Offering.

(cc) “Opco” has the meaning specified in the preamble of this Agreement.

(dd) “Parallel Fund” has the meaning specified in the preamble of this Agreement.

(ee) “Parent” has the meaning specified in the Recitals to this Agreement.

(ff) “Person” means an individual, corporation, limited liability company, limited or general partnership, trust or other entity, including a governmental or political subdivision or an agency or instrumentality thereof.

(gg) “Proceeding” means a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including without limitation a claim, demand, discovery request, formal or informal investigation, inquiry, administrative hearing, arbitration or other form of alternative dispute resolution, including an appeal from any of the foregoing.

(hh) “Redemption” has the meaning specified in the Recitals to this Agreement.

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(ii) “Related Document” means any agreement, certificate, instrument or other document to which any member of the Company Group may be a party or by which it or any of its properties or assets may be bound or affected from time to time relating in any way to the Transactions or any Offering or Financing or any of the transactions contemplated thereby, including without limitation, in each case as the same may be amended from time to time, (i) any registration statement filed by or on behalf of any member of the Company Group with the Commission in connection with the Transactions or any Offering or Financing, including all exhibits, financial statements and schedules appended thereto, and any submissions to the Commission in connection therewith, (ii) any prospectus, preliminary, final, free writing or otherwise, included in such registration statements or otherwise filed by or on behalf of any member of the Company Group in connection with the Transactions or any Offering or used to offer or confirm sales of their respective securities or instruments in any Offering, (iii) any private placement or offering memorandum or circular, information statement or other information or materials distributed by or on behalf of any member of the Company Group or any placement agent or underwriter in connection with the Transactions or any Offering or Financing, (iv) any federal, state or foreign securities law or other governmental or regulatory filings or applications made in connection with any Offering, the Transactions or any of the transactions contemplated thereby, (v) any dealer-manager, underwriting, subscription, purchase, stockholders, option or registration rights agreement or plan entered into or adopted by any member of the Company Group in connection with the Transactions or any Offering or Financing, (vi) any purchase, repurchase, redemption, recapitalization or reorganization or other agreement entered into by any member of the Company Group in connection with any Redemption, (vii) any quarterly, annual or current reports or other filing filed, furnished or supplementally provided by any member of the Company Group with or to the Commission or any securities exchange, including all exhibits, financial statements and schedules appended thereto, and any submission to the Commission or any securities exchange in connection therewith or (viii) any paying agent agreement or escrow agreement entered into by any member of the Company Group relating to the payments under the Merger Agreement.

(jj) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(kk) “Services” has the meaning specified in the Recitals to this Agreement.

(ll) “Subsequent Financings” has the meaning specified in the Recitals to this Agreement.

(mm) “Subsequent Offerings” has the meaning specified in the Recitals to this Agreement.

(nn) “Subsidiary” means each corporation or other Person in which a Person owns or Controls, directly or indirectly, capital stock or other equity interests representing more than 50% of the outstanding voting stock or other equity interests.

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(oo) “Transactions” means the Merger, the Equity Offering, the Acquisition Financings and any other transaction for which Services are or have been provided to any member of the Company Group.

2. Indemnification.

(a) Each of the Company Entities (each, an “Indemnifying Party” and collectively, the “Indemnifying Parties”), jointly and severally, agrees to indemnify, defend and hold harmless each Indemnitee, to the fullest extent permitted by law, from and against any and all Obligations in any way resulting from, arising out of or in connection with, based upon or relating to (i) the Securities Act, the Exchange Act or any other applicable securities or other laws, in connection with the Transactions, any other Offering, any other Financing, any Related Document or any of the transactions contemplated thereby, (ii) any other action or failure to act of any member of the Company Group or any of their predecessors, whether such action or failure has occurred or is yet to occur, or (iii) the performance or failure to perform by Manager or its Affiliates of Services for any member of the Company Group (whether prior to the date hereof or hereafter and whether pursuant to the Consulting Agreement or otherwise), (iv) the fact that such Indemnitee is or was a stockholder, director or officer of any member of the Company Group, or (v) any breach or alleged breach by such Indemnitee of any duty imposed on a stockholder, officer or director.

(b) Without in any way limiting the foregoing Section 2(a), each of the Indemnifying Parties agrees, jointly and severally, to indemnify, defend and hold harmless each Indemnitee from and against any and all Obligations resulting from, arising out of or in connection with, based upon or relating to liabilities under the Securities Act, the Exchange Act or any other applicable securities or other laws, rules or regulations in connection with (i) the inaccuracy or breach of or default under any representation, warranty, covenant or agreement in any Related Document, or any allegation thereof, (ii) any untrue statement or alleged untrue statement of a material fact contained in any Related Document or (iii) any omission or alleged omission to state in any Related Document a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to indemnify such Indemnitee from and against any such Obligation to the extent that such Obligation arises out of or is based upon an untrue statement or omission made in such Related Document in reliance upon and in conformity with written information furnished to the Company Entities by such Indemnitee in an instrument duly executed by such Indemnitee and specifically stating that it is for use in the preparation of such Related Document.

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(c) Subject to Section 2(d), without in any way limiting the foregoing, in the event that any Proceeding is initiated by an Indemnitee, any member of the Company Group or any other Person to enforce or interpret this Agreement or the Consulting Agreement, any rights of such Indemnitee to indemnification or advancement of Expenses (or related obligations of such Indemnitee) under any member of the Company Group’s certificate of incorporation or bylaws or other similar organizational document, any other agreement to which Indemnitee and any member of the Company Group are party, any vote of directors of any member of the Company Group, the Delaware General Corporation Law, any other applicable law or any liability insurance policy, or any rights or obligations under the Consulting Agreement, the Indemnifying Parties shall indemnify such Indemnitee against all costs and Expenses incurred by such Indemnitee or on such Indemnitee’s behalf (including but not limited to by any Manager Associates for all costs and Expenses incurred by it on such Indemnitee’s behalf) in connection with such Proceeding, whether or not such Indemnitee is successful in such Proceeding, except to the extent that the Person presiding over such Proceeding determines that material assertions made by such Indemnitee in such proceeding were in bad faith or were frivolous.

(d) Notwithstanding the foregoing, indemnification shall not be available to the extent that it is finally determined by a court, in a final judgment from which no further appeal may be taken, that such Obligation arises out of, or is primarily based upon, the gross negligence or willful misconduct of the Indemnitee.

(e) Notwithstanding anything in this Section 2 to the contrary, it is understood and agreed that nothing in this Agreement is intended to provide for indemnification in respect of taxes imposed on the basis of income of an Indemnitee.

3. Contribution.

(a) If for any reason the indemnity specifically provided for in Section 2 is unavailable or is insufficient to hold harmless any Indemnitee from any Obligation covered by such indemnity, then the Indemnifying Parties, jointly and severally, shall contribute to the amount paid or payable by such Indemnitee as a result of such Obligation in such proportion as is appropriate to reflect (i) the relative fault of each of the members of the Company Group, on the one hand, and such Indemnitee, on the other, in connection with the state of facts giving rise to such Obligation, (ii) the relative benefits received by the members of the Company Group, on the one hand, and such Indemnitee, on the other, from the Transaction, Offering, Financing or other circumstances giving rise to such Obligation and (iii) if required by applicable law, any other relevant equitable considerations.

(b) For purposes of Section 3(a), the relative fault of each member of the Company Group, on the one hand, and of an Indemnitee, on the other, shall be determined by reference to, among other things, (i) their respective relative intent, knowledge, access to information and opportunity to correct the state of facts giving rise to such Obligation, (ii) in the case of Section 2(b), whether the information whose

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inclusion in or omission from a Related Document resulted in the actual or alleged inaccuracy or breach of or default under any representation, warranty, covenant or agreement therein, or which is or is alleged to be untrue, required to be stated therein or necessary to make the statements therein not misleading, was supplied or should have been supplied by the members of the Company Group, on the one hand, or by such Indemnitee, on the other, and (iii) applicable law, and the relative benefits received by each member of the Company Group, on the one hand, and an Indemnitee, on the other, shall be determined by weighing the direct monetary proceeds to the Company Group, on the one hand, and such Indemnitee, on the other, from the Transaction, Offering, Financing or other circumstances giving rise to such Obligation.

(c) The parties hereto acknowledge and agree that it would not be just and equitable if the Indemnifying Parties’ contributions pursuant to Section 3 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in such Section. No Indemnitee shall be entitled to contribution from any Indemnifying Party with respect to any Obligation covered by the indemnity specifically provided for in Section 2(b) in the event that such Indemnitee is finally determined to be guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such Obligation and the Indemnifying Parties are not guilty of such fraudulent misrepresentation.

4. Indemnification Procedures.

(a) Whenever any Indemnitee shall have actual knowledge of the assertion of a Claim against it, Manager (acting on its own behalf or, if requested by any such Indemnitee other than itself, on behalf of such Indemnitee) or such Indemnitee shall notify the appropriate member of the Company Group in writing of the Claim (a “Notice of Claim”) with reasonable promptness after such Indemnitee has such knowledge relating to such Claim and has notified Manager thereof, provided the failure or delay of Manager or such Indemnitee to give such Notice of Claim shall not relieve any Indemnifying Party of its indemnification obligations under this Agreement except to the extent that such omission results in a failure of actual notice to it and it is actually and materially injured as a result of the failure to give such Notice of Claim. The Notice of Claim shall specify all material facts known to Manager (or if given by such Indemnitee, such Indemnitee) relating to such Claim and the monetary amount or an estimate of the monetary amount of the Obligation involved if Manager (or if given by such Indemnitee, such Indemnitee) has knowledge of such amount or a reasonable basis for making such an estimate. The Indemnifying Parties shall, at their expense, undertake the defense of such Claim with attorneys of their own choosing reasonably satisfactory in all respects to Manager, subject to the right of Manager to undertake such defense as herein below provided. Manager may participate in such defense with counsel of Manager’s choosing at the expense of the Indemnifying Parties. In the event that the Indemnifying Parties do not undertake the defense of the Claim within a reasonable time after Manager (or if

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given by such Indemnitee, such Indemnitee) has given the Notice of Claim, or in the event that Manager shall in good faith determine that the defense of any Claim by the Indemnifying Parties is inadequate or may conflict with the interest of any Indemnitee (including, without limitation, Claims brought by or on behalf of any member of the Company Group), Manager may, at the expense of the Indemnifying Parties, undertake the defense of the Claim and compromise or settle the Claim, all for the account of and at the risk of the Indemnifying Parties. In the defense of any Claim against an Indemnitee, no Indemnifying Party shall, except with the prior written consent of Manager, consent to entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief or any payment of money by such Indemnitee, or that does not include as an unconditional term thereof the giving by the Person or Persons asserting such Claim to such Indemnitee of an unconditional release from all liability on any of the matters that are the subject of such Claim and an acknowledgement that such Indemnitee denies all wrongdoing in connection with such matters. The Indemnifying Parties shall not be obligated to indemnify an Indemnitee against amounts paid in settlement of a Claim if such settlement is effected by such Indemnitee without the prior consent of the Company (on behalf of all Indemnifying Parties), which consent shall not be unreasonably withheld, conditioned or delayed. In each case, Manager and each other Indemnitee seeking indemnification hereunder will reasonably cooperate with the Indemnifying Parties, so long as an Indemnifying Party is conducting the defense of the Claim, in the preparation for and the prosecution of the defense of such Claim, including making available evidence within the control of Manager or such Indemnitee, as the case may be, and persons needed as witnesses who are employed by Manager or such Indemnitee, as the case may be, in each case as reasonably needed for such defense and at cost, which cost, to the extent reasonably incurred, shall be paid by the Indemnifying Parties.

(b) The Manager shall notify the Indemnifying Parties in writing of the amount requested for advances (a “Notice of Advances”). Each of the Indemnifying Parties, jointly and severally, agrees to advance all Expenses incurred by Manager (acting on its own behalf or, if requested by any such Indemnitee other than itself, on behalf of such Indemnitee) or any Indemnitee in connection with any Claim (but not for any Claim initiated or brought voluntarily by an Indemnitee other than a Proceeding contemplated by Section 2(c)) in advance of the final disposition of such Claim without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses upon receipt of an undertaking by or on behalf of Manager or such Indemnitee to repay amounts so advanced if it shall ultimately and finally be determined, including through all challenges and appeals, if any, to the award rendered therein, that Manager or such Indemnitee is not entitled to be indemnified by any Indemnifying Party as authorized by this Agreement. Such repayment undertaking shall be unsecured and shall not bear interest. No Indemnifying Party shall impose on any Indemnitee additional conditions to advancement or require from such Indemnitee additional undertakings regarding repayment. The Indemnifying Parties shall make payment of such advances no later than 10 days after the receipt of the Notice of Advances.

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(c) Manager shall notify the Indemnifying Parties in writing of the amount of any Obligation actually paid by Manager or any Indemnitee on whose behalf Manager is acting (a “Notice of Payment”). The amount of any Obligation actually paid by Manager or such Indemnitee shall bear simple interest at the rate equal to the JPMorgan Chase Bank, N.A. prime rate as of the date of such payment plus 2% per annum, from the date any Indemnifying Party receives the Notice of Payment up to and including the date on which any Indemnifying Party shall repay the amount of such Obligation plus interest thereon to Manager or such Indemnitee. The Indemnifying Parties shall make indemnification payments to Manager no later than 30 days after receipt of the Notice of Payment.

(d) Presumptions; Burden and Standard of Proof. In connection with any determination regarding the entitlement of any Indemnitee to be indemnified, or any review of any such determination, by any Person:

(i) It shall be a presumption that such Indemnitee has met any applicable standard of conduct and that indemnification of such Indemnitee is proper in the circumstances.

(ii) The burden of proof shall be on the Indemnifying Parties to overcome the presumption set forth in the preceding clause (i), and such presumption shall only be overcome if the Indemnifying Parties establish that there is no reasonable basis to support it.

(iii) The termination of any Proceeding by judgment, order, finding, award, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that an Indemnitee did not meet any applicable standard of conduct or that a court has determined that indemnification is not permitted by this Agreement or otherwise.

5. Certain Covenants. The rights of each Indemnitee to be indemnified under any other agreement, document, certificate or instrument, by-laws or other organizational agreement or instrument, insurance policy or applicable law are independent of and in addition to any rights of such Indemnitee to be indemnified under this Agreement, provided that to the extent that an Indemnitee is entitled to be indemnified by the Indemnifying Parties under this Agreement and by any other Indemnitee under any other agreement, document, certificate, by-law or other organizational agreement or instrument, or by any insurer under a policy maintained by any other Indemnitee, the obligations of the Indemnifying Parties hereunder shall be primary, and the obligations of

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such other Indemnitee or insurer secondary, and the Indemnifying Parties shall not be entitled to contribution or indemnification from or subrogation against such other Indemnitee or insurer. Notwithstanding the foregoing, any Indemnitee may choose to seek indemnification from any potential source of indemnification regardless of whether such indemnitor is primary or secondary. An Indemnitee’s election to seek advancement of indemnified sums from any secondary indemnifying party will not limit the right of such Indemnitee, or any secondary indemnitor proceeding under subrogation rights or otherwise, from seeking indemnification from the Indemnifying Parties to the extent that the obligations of the Indemnifying Parties are primary, and each of the Indemnifying Parties jointly and severally agrees to indemnify each Indemnitee from and against, and to pay to each Indemnitee, any amount paid or reimbursed by such Indemnitee to or on behalf of another indemnitee, pursuant to indemnification arrangements or otherwise, in respect of an Obligation referred to in Section 2. The rights of each Indemnitee and the obligations of each Indemnifying Party hereunder shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnitee. Following the Merger, each of the Company Entities, and each of their corporate successors, shall implement and maintain in full force and effect any and all corporate charter and by-law (or similar organizational document or instrument) provisions that may be necessary or appropriate to enable it to carry out its obligations hereunder to the fullest extent permitted by applicable law, including without limitation a provision of its certificate of incorporation (or comparable organizational document under its jurisdiction of incorporation) eliminating liability of a director for breach of fiduciary duty to the fullest extent permitted by applicable law, as amended from time to time. So long as the Company or any other member of the Company Group maintains liability insurance for any directors, officers, employees or agents of any such person, the Indemnifying Parties shall ensure that each Indemnitee serving or that has served in such capacity is covered by such insurance at the Indemnifying Parties’ expense in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s and the Company Group’s then current directors and officers. No Indemnifying Party shall seek or agree to any order of any court or other governmental authority that would prohibit or otherwise interfere, and shall not take or fail to take any other action if such action or failure would reasonably be expected to have the effect of prohibiting or otherwise interfering, with the performance of any of the Indemnifying Parties’ indemnification, advancement or other obligations under this Agreement.

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6. Taxes. If any amount payable hereunder to an Indemnitee is subject to any value-added, withholding or other taxes (other than any income tax imposed by the United States of America or any political subdivision or taxing authority therein), such amount payable shall be increased, to the maximum extent permitted by applicable law, by such additional amount as may be necessary so that after payment and withholding of all such taxes (including all payments and withholdings in respect of such additional amount) such Indemnitee receives an amount equal to the amount it would have received if no such taxes had been required to be paid or deducted.

7. Notices. All notices and other communications hereunder shall be in writing and shall be delivered by certified or registered mail (first class postage prepaid and return receipt requested), telecopier, overnight courier or hand delivery, as follows:

(a) If to any Company Entity, to:

Primary Provider Management Co., Inc.

2115 Compton Ave., Suite 301

Corona, CA 92881

Attention: Ion Baroi and Karen Hiteshi

Facsimile: [***]

Email: [***]

with a copy to (which shall not constitute notice):

Clayton, Dubilier & Rice, LLC

375 Park Avenue

18th Floor

New York, New York 10152

Attention: Theresa A. Gore

Facsimile: [***]

Email: [***]

(b) If to Manager, the CD&R Funds or CD&R Investor to:

Clayton, Dubilier & Rice, LLC

375 Park Avenue

18th Floor

New York, New York 10152

Attention: Theresa A. Gore

Facsimile: [***]

Email: [***]

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or to such other address or such other person as the Company Entities, Manager, the CD&R Funds or CD&R Investor, as the case may be, shall have designated by notice to the other parties hereto. All communications hereunder shall be effective upon receipt by the party to which they are addressed. A copy of any notice or other communication given under this Agreement shall also be given to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention: Andrew L. Bab

Facsimile: [***]

Email: albab@debevoise.com

8. Arbitration

(a) Any dispute, claim or controversy arising out of, relating to, or in connection with this contract, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be finally determined by arbitration. The arbitration shall be administered by JAMS. If the disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Comprehensive Rules”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the parties. If no disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Streamlined Rules”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the parties.

(b) The seat of the arbitration shall be New York, New York. The parties submit to jurisdiction in the state and federal courts of the State of New York for the limited purpose of enforcing this agreement to arbitrate.

(c) The arbitration shall be conducted by one neutral arbitrator unless the parties agree otherwise. The parties agree to seek to reach agreement on the identity of the arbitrator within 30 days after the initiation of arbitration. If the parties are unable to reach agreement on the identity of the arbitrator within such time, then the appointment of the arbitrator shall be made in accordance with the process set forth in JAMS Comprehensive Rule 15.

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(d) The arbitration award shall be in writing, state the reasons for the award, and be final and binding on the parties. Subject to Section 2(c), the arbitrator may, in the award, allocate all or part of the fees incurred in and costs of the arbitration, including the fees of the arbitrator and the attorneys’ fees of the prevailing party. Judgment on the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. Notwithstanding applicable state law, the arbitration and this agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq.

(e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, JAMS, the parties, their counsel, accountants and auditors, insurers and re-insurers, and any person necessary to the conduct of the proceeding. The confidentiality obligations shall not apply (i) if disclosure is required by law, or in judicial or administrative proceedings, or (ii) as far as disclosure is necessary to enforce the rights arising out of the award.

9. Governing Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the law of the State of New York, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction.

10. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

11. Successors; Binding Effect. Each Indemnifying Party will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and assets of such Indemnifying Party, by agreement in form and substance satisfactory to Manager, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as such Indemnifying Party (which shall not be released from its obligations). This Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and permitted assigns, and each other Indemnitee, but neither this Agreement nor any right, interest or obligation hereunder shall be assigned, whether by operation of law or otherwise, by the Company Entities without the prior written consent of Manager. Insofar as any Indemnitee transfers all or substantially all of its assets to a third party, such third party shall thereupon be deemed an additional Indemnitee for all purposes of this Agreement, with the same effect as if it were a signatory to this Agreement in such capacity.

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12. Miscellaneous. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement is not intended to confer any right or remedy hereunder upon any Person other than each of the parties hereto and their respective successors and permitted assigns and each other Indemnitee (each of whom is an intended third party beneficiary of this Agreement). Neither the waiver by any of the parties hereto or by any other Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any such party or Indemnitee, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges. No amendment, modification, supplement or discharge of this Agreement, and no waiver hereunder, shall be valid and binding unless set forth in writing and duly executed by the Company (acting on behalf of the Company Entities) and the Manager (acting on its own behalf and on behalf of each other Indemnitee). This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

[The remainder of this page has been left blank intentionally.]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized representatives as of the date first above written.

CLAYTON, DUBILIER & RICE, LLC
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore
	Title: Vice President, Treasurer and Assistant Secretary

[Signature Page to CD&R Indemnification Agreement]

CLAYTON, DUBILIER & RICE FUND IX, L.P.
By:	CD&R Associates IX, L.P., its general partner
By:	CD&R Investment Associates IX, Ltd., its general partner
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore
	Title: Vice President, Treasurer and Assistant Secretary

[Signature Page to CD&R Indemnification Agreement]

CLAYTON, DUBILIER & RICE FUND IX-A, L.P.
By:	CD&R Associates IX, L.P., its general partner
By:	CD&R Investment Associates IX, Ltd., its general partner
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore
	Title: Vice President, Treasurer and Assistant Secretary

[Signature Page to CD&R Indemnification Agreement]

CD&R ADVISOR FUND IX, L.P.
By:	CD&R Associates IX, L.P., its general partner
By:	CD&R Investment Associates IX, Ltd., its general partner
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore
	Title: Vice President, Treasurer and Assistant Secretary

[Signature Page to CD&R Indemnification Agreement]

CD&R VECTOR HOLDINGS, L.P.
By:	CD&R Investment Associates IX, Ltd., its general partner
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore
	Title: Vice President, Treasurer and Assistant Secretary

[Signature Page to CD&R Indemnification Agreement]

CD&R VECTOR TOPCO, INC.
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore Title: Vice President and Secretary

[Signature Page to CD&R Indemnification Agreement]

CD&R VECTOR MIDCO, INC.
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore Title: Vice President and Secretary

[Signature Page to CD&R Indemnification Agreement]

CD&R VECTOR PARENT, INC.
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore Title: Vice President and Secretary

[Signature Page to CD&R Indemnification Agreement]

LINEAGE INVESTMENTS, INC.
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore Title: Vice President and Secretary

[Signature Page to CD&R Indemnification Agreement]

PRIMARY PROVIDER MANAGEMENT CO., INC.
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore
	Title: Vice President and Secretary

[Signature Page to CD&R Indemnification Agreement]

EX-10.10

Exhibit 10.10

Execution Version

This CONSULTING AGREEMENT, dated as of July 1, 2016, (this “Agreement”), is entered into by and among CDR 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”).

W I T N E S S E T H:

WHEREAS, CD&R Manager organized the Company in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of May 25, 2016 (as the same may be amended from time to time in accordance with its terms, the “Merger Agreement”), by and among Lineage Investments, Inc., a California corporation, CD&R Vector Parent, Inc., a Delaware corporation, CD&R Vector Merger Sub, Inc., a California corporation, and Adrian Jayasinha and Ann Abraham Azer, solely in their capacity as representatives of sellers;

WHEREAS, CD&R Manager is engaged in the business of providing management services to affiliated private investment funds, including the affiliated investment funds which acquired direct or indirect controlling ownership interests in the Company through the transactions contemplated by the Merger Agreement (the “Merger”);

WHEREAS, CD&R Manager, in conjunction with its role as manager of such affiliated investment funds and in order to support and enhance the operational and financial performance of such funds’ investments, is willing and able to provide certain consulting services to the Company, Opco, their respective subsidiaries and Opco’s affiliated professional corporations (the “Company Group”), as provided herein;

WHEREAS, after the consummation of the Merger, the Company desires that it and other members of the Company Group receive, and CD&R Manager is willing to provide, ongoing strategic and operational consulting services to the Company Group, as CD&R Manager and the Company may agree from time to time, which services include, without limitation, (a) advising and providing assistance to the Company Group in identifying and retaining additional or new legal, accounting, insurance, compensation, investment banking, financial and other advisors and consultants, (b) reviewing and providing recommendations concerning the staffing and employment needs of the Company Group, including possible near-term additions and changes to the management of the Company Group, (c) developing and recommending revised compensation and employee benefit plans for the management and other employees of the Company Group, (d) analyzing the Company’s capital structure and financial and risk management, including proposing possible changes and making recommendations concerning cash management, financial reporting and controls, banking relationships and insurance programs, (e) analyzing and recommending potential adjustments to the Company’s business strategy, (f) evaluating and making suggestions for improving the Company

Group’s arrangements for the procurement of certain support services, (g) identifying areas for improving the Company’s business and profitability, and making recommendations for near-term operational improvements and (h) assisting the Company in executing the strategic and operational improvements identified (the “Advisory Consulting Services” and together with the Special Consulting Services (as defined below), the “Consulting Services”); and

WHEREAS, prior to or concurrently with the execution and delivery of this Agreement, the Company, Opco, CD&R Manager and certain other parties have entered into an Indemnification Agreement, dated as of July 1, 2016 (as the same may be amended from time to time in accordance with its terms, the “CD&R Indemnification Agreement”).

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Engagement. The Company and Opco hereby engage CD&R Manager (on behalf of the members of the Company Group) to provide the Consulting Services as a consultant to the Company Group. CD&R Manager hereby agrees to provide the Advisory Consulting Services and the Special Consulting Services (as defined below) to the Company Group on the terms and subject to the conditions set forth below.

2. Scope of Future Services.

(a) Advisory Consulting Services. CD&R Manager hereby agrees, during the term of this Agreement, to provide the members of the Company Group with the Advisory Consulting Services as may reasonably be requested from time to time by the board of directors (the “Board”) of the Company and agreed to by CD&R Manager.

(b) Special Consulting Services. In addition to, and without duplication of, the Advisory Consulting Services, CD&R Manager hereby agrees, during the term of this Agreement, to provide the members of the Company Group with strategic, financial, operational, management advisory and other consulting services as may reasonably be agreed from time to time by the Company and CD&R Manager with respect to proposed transactions, including, without limitation, any proposed acquisition, merger, full or partial recapitalization, structural reorganization (including any divestiture of one or more subsidiaries or operating divisions of any member of the Company Group), reorganization of the shareholdings or other ownership structure of the Company Group, sales or dispositions of assets or any other similar transaction (each, a “Transaction”) directly or indirectly involving the members of the Company Group (collectively, the “Special Consulting Services”).

(c) Services Non-Exclusive. CD&R Manager will devote such time and efforts to the performance of the services contemplated hereby as CD&R Manager deems reasonably necessary or appropriate, provided that no minimum number of hours is required to be devoted on a weekly, monthly, annual or other basis. The Company and Opco (on behalf of themselves and the other members of the Company Group) hereby acknowledge that CD&R Manager’s services are not exclusive to the Company Group and that CD&R Manager will render similar services to other persons and entities.

(d) Applicability of CD&R Indemnification Agreement. The Company and Opco (on behalf of themselves and the other members of the Company Group) hereby acknowledge and agree that the services provided by CD&R Manager hereunder, including the Advisory Consulting Services and the Special Consulting Services, are being provided subject to the terms of this Agreement (including, without limitation, Section 7) and the CD&R Indemnification Agreement.

(e) Nature of Services. For avoidance of doubt, the parties acknowledge and agree that CD&R Manager’s services hereunder shall be limited to providing the Consulting Services and shall not extend to the right to exercise control over the Company or its controlled Affiliates, which right shall be reserved to the Board, subject to the rights retained by the Company’s stockholders.

3. Compensation; Reimbursement of Expenses.

(a) Compensation for Advisory Consulting Services. As compensation for the Advisory Consulting Services, the Company shall, or shall cause one or more other members of the Company Group to, on behalf of the members of the Company Group, pay CD&R Manager a fee of $1,500,000 per year (the “Advisory Consulting Fee”), one quarter of which shall be payable quarterly in advance on the first day of each January, April, July and October (each, an “Advisory Consulting Services Payment Date”). The Advisory Consulting Fee shall begin accruing immediately following the consummation of the Merger, and the amount of the Advisory Consulting Fee accrued prior to the next succeeding Advisory Consulting Services Payment Date shall be payable on such Advisory Consulting Services Payment Date, together with the regular installment of the Advisory Consulting Fee payable on such Advisory Consulting Services Payment Date. If an employee of CD&R Manager or any of its Affiliates is appointed to an executive management position (or a position of comparable responsibility) (each such employee, a “Manager Designee”) with the Company or any other member of the Company Group, then, for the period of such Manager Designee’s service in such position, the Advisory Consulting Fee shall be increased by an amount to be reasonably determined by CD&R Manager but not to exceed 100% of the Advisory Consulting Fee then in effect. The Advisory Consulting Fee may otherwise be increased only by the Company. The Advisory Consulting Fee may not be decreased without the prior written consent of CD&R Manager. For purposes of this Agreement, “Affiliate” shall mean, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with, such person or entity, provided, that with respect to CD&R Manager, Affiliate shall not include any member of the Company Group.

(b) Compensation for Special Consulting Services. As compensation for the Special Consulting Services, in connection with each Transaction that is consummated, if agreed by CD&R Manager and the Company, the Company shall, or shall cause one or more other members of the Company Group to, on behalf of the members of the Company Group, pay CD&R Manager a fee (a “Special Consulting Fee”) in an amount equal to 1.0% of the Transaction Value or any greater or lesser amount as may otherwise be agreed to by the CD&R Manager and the Company. As used herein, “Transaction Value” means the total value of the applicable Transaction, including, without duplication, (x) in the case of any Transaction involving an acquisition, merger, sale or disposition of assets or equity interests of any member of the Company Group or any other similar Transaction, the aggregate purchase price payable in connection with such Transaction, including, without limitation, the aggregate amount of the cash funds and the aggregate value of the other obligations required to complete such Transaction (excluding any fees payable pursuant to this Section 3(b), including any indebtedness, guarantees, capital stock or similar items issued or made to facilitate, and the amount of any revolving credit or other liquidity facilities or arrangements established in connection with, such Transaction or assumed, refinanced or left outstanding in connection with or immediately following such Transaction and (y) in connection with any capital raising Transaction, the aggregate proceeds of such Transaction (including the unfunded portion of any revolving credit or other liquidity facilities or arrangements established in connection with, such Transaction). For purposes of calculating a Special Consulting Fee, the value of any securities included in the Transaction Value will be determined by the average of the last sales prices for such securities on the five trading days ending five days prior to the consummation of the applicable Transaction, provided that if such securities do not have an existing public trading market, the value of the securities shall be their fair market value on the day prior to consummation of such Transaction, as mutually reasonably agreed between CD&R Manager and the Company, on behalf of the members of the Company Group.

(c) Reimbursement of Expenses. The Company shall, or shall cause one or more other members of the Company Group to, on behalf of the members of the Company Group, reimburse CD&R Manager for such reasonable travel and other out-of-pocket expenses (“Expenses”) as may be incurred by CD&R Manager and its Affiliates and its and their respective employees, agents and advisors in the course or on account of rendering any services under this Agreement, including but not limited to any applicable fees and expenses of any legal, accounting or other professional advisors to CD&R Manager and its subsidiaries and Affiliates and any expenses incurred by any Manager Designee in connection with the performance of his or her duties to any member of the Company Group, including the cost of all air travel, whether on commercial or private

aircraft. CD&R Manager may submit monthly expense statements to the Company or any other such member of the Company Group, which statements shall be payable within 30 days. Nothing in this Section 3 shall limit any obligations of any member of the Company Group to reimburse any costs and expenses to CD&R Manager or any CD&R Manager Affiliate (as defined below) under the Merger Agreement, the CD&R Indemnification Agreement, or any other ancillary agreement.

(d) Allocation of Payments. The Company shall not agree with its independent accountants to allocate the amounts paid to CD&R Manager pursuant to this Agreement to specific services provided hereunder without the consent of CD&R Manager (not to be unreasonably withheld).

(e) Obligations Joint and Several. Each of the Company and Opco (on behalf of themselves and the other members of the Company Group) hereby agree that the obligations of the Company under this Section 3 shall be borne jointly and severally by each member of the Company Group.

4. Term, etc.

(a) This Agreement shall be in effect until, and shall terminate upon the tenth anniversary of the date hereof. In any event, this Agreement may be earlier terminated by CD&R Manager on 30 days’ prior written notice to the Company. The provisions of this Agreement shall survive any termination hereof, provided that, notwithstanding the foregoing, Sections 1 and 2 (other than Section 2(d)) shall not survive any termination hereof, and provided, further, that Section 3 shall survive any termination hereof solely as to any portion of any Advisory Consulting Fee, Special Consulting Fee or Expenses not paid or reimbursed prior to such termination and not required to be paid or reimbursed thereafter pursuant to Section 4(c).

(b) Upon any consolidation or merger of the Company, or any conveyance, transfer or lease of all or substantially all of the assets of any member of the Company Group, the entity formed by such consolidation, or into which such member of the Company Group is merged or to which such conveyance, transfer or lease is made (each, a “Successor Entity”), shall succeed to and be substituted for the Company or such member of the Company Group, as applicable, under this Agreement with the same effect as if the Successor Entity had been a party hereto. No such consolidation, merger or conveyance, transfer or lease shall have the effect of terminating this Agreement or of releasing any member of the Company Group or any Successor Entity from its obligations hereunder.

(c) Upon any termination of this Agreement, the Company agrees immediately to pay or reimburse (or cause one or more other members of the Company Group to pay or reimburse), as the case may be, in cash to the CD&R Manager any accrued and unpaid installment of the Advisory Consulting Fee, or portion thereof, any

accrued and unpaid portion of the Special Consulting Fee, and any unpaid and unreimbursed Expenses that shall have been incurred prior to such termination (whether or not such Expenses shall then have become payable) (collectively, the “Termination Fee”). If, at any time, no member of the Company Group is permitted to make any payment or reimbursement due to CD&R Manager under this Agreement under the terms of any credit agreement, indenture or other financing agreement to which any member of the Company Group is a party, such obligations shall accrue as provided herein, but payment or reimbursement thereof shall be deferred until such time as (x) such payments are no longer prohibited under the terms of the applicable agreement, or (y) the amounts due thereunder are repaid in full. In the event of the liquidation of the Company, all amounts due CD&R Manager under this Agreement shall be paid to CD&R Manager before any liquidating distributions or similar payments are made to stockholders of the Company.

5. Information; Confidentiality.

(a) Each of the Company and Opco will, and will cause each member of the Company Group to, use its reasonable best efforts to furnish, or to cause their respective subsidiaries, employees and agents to furnish, CD&R Manager with such information (the “Information”) as CD&R Manager reasonably believes appropriate to its engagement hereunder. Each of the Company and Opco acknowledges and agrees that (i) CD&R Manager will rely on the Information and on information available from generally recognized public sources in performing the services hereunder and (ii) CD&R Manager does not assume responsibility for the accuracy or completeness of the Information and such other information.

(b) Each of the Company and Opco (on behalf of themselves and the other members of the Company Group) hereby consents to the CD&R Manager and any CD&R Manager Affiliate (as defined below) sharing any information it receives from the Company Group with any other CD&R Manager Affiliates (other than other portfolio companies) and to the internal use by CD&R Manager and such CD&R Manager Affiliates of any information received from the Company Group, subject, however, to (i) CD&R Manager maintaining adequate procedures to prevent such information from being used in connection with the purchase or sale of securities of the Company in violation of applicable law and (ii) the recipient of such information being subject to an agreement (or being under a duty of trust or confidence) to maintain the shared information in confidence.

(c) Any advice or opinions provided by CD&R Manager or CD&R Manager Affiliates may not be disclosed or referred to publicly or to any third party (other than the Company Group’s legal, tax, financial or other advisors), except in accordance with CD&R Manager’s prior written consent.

6. Independent Contractor Status. Each of the Company and Opco acknowledge and agree that CD&R Manager has performed and shall perform the services hereunder as an independent contractor, retaining control over and responsibility for its own operations and personnel and those of its controlled Affiliates. The Company further acknowledges and agrees that CD&R Manager may, in its sole discretion, remove or substitute any of the members of, or add members to, the team of professional employees of CD&R Manager and its Affiliates that will be providing services pursuant to this Agreement, and that any such removal, substitution or addition shall not in any way modify or affect any of the obligations of the Company hereunder, including, without limitation, its obligation to pay any fee or reimburse any Expenses. Neither CD&R Manager nor any CD&R Manager Affiliate shall, solely by virtue of this Agreement or the arrangements hereunder, be considered employees or agents of any member of the Company Group, nor shall any of them have authority hereunder to contract in the name of or bind any member of the Company Group, except (i) to the extent that any professional employee of CD&R Manager or any of its Affiliates may be

serving as a director or an officer of any member of the Company Group or (ii) as expressly agreed to in writing by such member of the Company Group. Any duties of CD&R Manager arising out of its engagement to perform services hereunder shall be owed solely to the members of the Company Group. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns, any rights or remedies under or by reason of this Agreement. Without limiting the generality of the foregoing, the parties acknowledge that nothing in this Agreement, expressed or implied, is intended to confer on any present or future holders of any securities of the Company or its Affiliates, or any present or future creditor of the Company or its Affiliates, any rights or remedies under or by reason of this Agreement or any performance hereunder.

7. Limitation on Liability. Except in cases of gross negligence or willful misconduct, CD&R Manager shall have no liability of any kind whatsoever to any member of the Company Group for any damages, losses or expenses (including, without limitation, special, punitive, incidental or consequential damages and interest, penalties and fees and disbursements of attorneys, accountants, investment bankers and other professional advisors) with respect to the provision of the Consulting Services, and in no event shall any such liability be in excess of the fees received by CD&R Manager hereunder. Each of the Company and Opco (on behalf of itself and the other members of the Company Group), by its acceptance of the benefits hereof, covenants, agrees and acknowledges that no person other than CD&R Manager shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against, any former, current or future officer, agent, Affiliate, employee or advisor of CD&R Manager (or any of their successors or permitted assignees), against any former, current or future general or limited partner, member or stockholder of CD&R Manager (or any of its successors or permitted assignees) or against any former, current or future director, officer, agent, employee, advisor, Affiliate, general or limited partner, stockholder, manager or member of any of the foregoing (collectively, “CD&R Manager Affiliates”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Company against CD&R Manager Affiliates, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise.

8. Outside Activities. In recognition that CD&R Manager and CD&R Manager Affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which CD&R Manager or CD&R Manager Affiliates may serve as an advisor, a director or in some other capacity, and in recognition that CD&R Manager or CD&R Manager Affiliates have myriad duties to various investors and partners, and in anticipation that the Company Group, on the one hand, and CD&R Manager or CD&R Manager Affiliates, on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas

of corporate opportunities, and in recognition of the benefits to be derived by the Company Group hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 8 are set forth to regulate, define and guide the conduct of certain affairs of the Company Group as they may involve CD&R Manager. Except as CD&R Manager may otherwise agree in writing after the date hereof:

(a) CD&R Manager and CD&R Manager Affiliates shall have the right: (i) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, any member of the Company Group), (ii) to directly or indirectly do business with any client or customer of the Company Group, (iii) to take any other action that CD&R Manager believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8 and (iv) not to present potential transactions, matters or business opportunities to any member of the Company Group, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another person.

(b) CD&R Manager and CD&R Manager Affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the members of the Company Group or any of their Affiliates or to refrain from any actions specified in Section 8(a), and the Company, on its own behalf and on behalf of the other members of the Company Group, hereby renounces and waives any right to require CD&R Manager or any CD&R Manager Affiliate to act in a manner inconsistent with the provisions of this Section 8.

(c) None of CD&R Manager or any CD&R Manager Affiliate shall be liable to any member of the Company Group or any of their Affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 8 or of any such person’s participation therein.

9. Notice. All notices and other communications to be given to any party hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service, or three days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or when received in the form of a facsimile (receipt confirmation requested), and shall be directed to the address set forth below (or at such other address or facsimile number as such party shall designate by like notice):

(a) If to the Company, Opco or any other member of the Company Group:

CD&R Vector Topco, Inc.

c/o Clayton, Dubilier & Rice, LLC

375 Park Avenue

18th Floor

New York, New York 10152

Attention: Ravi Sachdev

Facsimile: [***]

Email: [***]

and

Primary Provider Management Co., Inc.

2115 Compton Ave., Suite 301

Corona, CA 92881

Attention: Ion Baroi and Karen Hiteshi

Facsimile: [***] and [***]

Email: [***] and [***]

with a copy (which shall not constitute notice) to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention: Andrew L. Bab

Facsimile: [***]

Email: albab@debevoise.com

(b) If to CD&R Manager:

Clayton, Dubilier & Rice, LLC

375 Park Avenue

18^th Floor

New York, NY 10152

Attention: Theresa A. Gore

Facsimile: [***]

Email: [***]

with a copy (which shall not constitute notice) to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention: Andrew L. Bab

Facsimile: [***]

Email: albab@debevoise.com

10. Entire Agreement; Severability; No Representations or Warranties. Except as otherwise expressly set forth herein, this Agreement and the CD&R Indemnification Agreement (a) contain the complete and entire understanding and agreement between CD&R Manager and the Company with respect to the subject matter hereof and (b) supersede all prior and contemporaneous understandings, conditions and agreements, whether written or oral, express or implied, in respect of the subject matter hereof. If any term, provision, covenant or restriction of this Agreement is held to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. To the extent permitted by applicable law, the parties hereto waive any provision of law that renders any term or provision of this agreement invalid or unenforceable in any respect. Each of the Company and Opco acknowledges and agrees that CD&R Manager makes no representations or warranties in connection with this Agreement or its provision of the Consulting Services. Each of the Company and Opco agrees that any acknowledgment or agreement made by the Company or Opco in this Agreement is made on behalf of each of the Company, Opco and the other members of the Company Group.

11. Counterparts; Amendments and Waivers. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and which together shall constitute one agreement. This Agreement may be executed by facsimile signatures. Except as otherwise provided herein, this Agreement may not be amended, restated, supplemented or otherwise modified, and no provision of this Agreement may be waived, other than in a writing duly executed by the parties hereto.

12. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns, provided that (i) except as provided in clause (ii) and (iii) of this proviso, neither this Agreement nor any right, interest or obligation hereunder may be assigned by either party, whether by operation of law or otherwise, without the express written consent of the other party hereto, (ii) any assignment by CD&R Manager of its rights but not the obligations under this Agreement to any entity directly or indirectly controlling, controlled by or under common control with CD&R Manager shall be expressly permitted hereunder and shall not require the prior written consent of the Company or Opco and (iii) CD&R Manager may assign all of its rights, interests and obligations under this Agreement to a third party in connection with the transfer to such third party of substantially all of CD&R Manager’s investment management business without the prior written consent of the Company. This Agreement is not intended to confer any right or remedy hereunder upon any person or entity other than the parties to this Agreement and their respective successors and assigns.

13. Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT SUCH PRINCIPLES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

14. Arbitration.

(a) Any dispute, claim or controversy arising out of, relating to, or in connection with this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be finally determined by arbitration. The arbitration shall be administered by JAMS. If the disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Comprehensive Rules”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the parties. If no disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Streamlined Rules”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the parties.

(b) The seat of the arbitration shall be New York, New York. The parties submit to jurisdiction in the state and federal courts of the State of New York for the limited purpose of enforcing this agreement to arbitrate.

(c) The arbitration shall be conducted by one neutral arbitrator unless the parties agree otherwise. The parties agree to seek to reach agreement on the identity of the arbitrator within thirty days after the initiation of arbitration. If the parties are unable to reach agreement on the identity of the arbitrator within such time, then the appointment of the arbitrator shall be made in accordance with the process set forth in JAMS Comprehensive Rule 15.

(d) The arbitration award shall be in writing, state the reasons for the award, and be final and binding on the parties. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the attorneys’ fees of the prevailing party. Judgment on the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets.

Notwithstanding applicable state law, the arbitration and this agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq.

(e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, JAMS, the parties, their counsel, accountants and auditors, insurers and re-insurers, and any person necessary to the conduct of the proceeding. The confidentiality obligations shall not apply (i) if disclosure is required by law, or in judicial or administrative proceedings, or (ii) as far as disclosure is necessary to enforce the rights arising out of the award.

[The remainder of this page left intentionally blank.]

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

CLAYTON, DUBILIER & RICE, LLC
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore
	Title:    Vice President, Treasurer and Assistant Secretary

CD&R VECTOR TOPCO, INC.
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore
	Title:    Vice President and Secretary

PRIMARY PROVIDER MANAGEMENT CO., INC.
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore
	Title:    Vice President and Secretary

[Signature Page to CD&R Consulting Agreement]

EX-10.13

Exhibit 10.13

EXECUTION VERSION

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

of

AGILON HEALTH TOPCO, INC.

dated as of November 29, 2019

TABLE OF CONTENTS

1.	Definitions	2
2.	Shares Subject to Agreement	6
3.	Obligations to Vote Voting Shares for Specific Designee	6
4.	Obligations to Vote Voting Shares for Removal of Director; Filling Vacancies; No Bad Actor Disqualification	7
5.	Transfers by a Stockholder	7
6.	Exempt Transfers	11
7.	Prohibited Transfers	11
8.	Lock-Up Agreement	12
9.	Drag-Along Right	13
10.	Vote to Increase Authorized Capital Stock	15
11.	Termination	15
12.	Successors in Interest	16
13.	No Liability for Election of Recommended Directors	16
14.	Covenant to Vote; Grant of Proxy	16
15.	Covenants and Representations of the Company and the Major Holder	17
16.	Rights to Future Stock Issuances	18
17.	Miscellaneous	20
	Exhibit A: Adoption Agreement
	Exhibit B: Consent of Spouse
	Exhibit C: Affiliate Agreements
	Exhibit D: Executed Adoption Agreements

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Agilon Health Topco, Inc.

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

This Amended and Restated Stockholders’ Agreement (as it may be amended from time to time, this “Agreement”) is made as of November 29, 2019 (the “Effective Date”), by and among Agilon Health Topco, Inc., a Delaware corporation (the “Company”), the Major Holder and each of the parties who have executed either the Existing Agreement or an Adoption Agreement to this Agreement (including, for the avoidance of doubt, joinders to the Existing Agreement). The Company, the Major Holder and the Stockholders are sometimes referred to herein as the “Parties” or each a “Party.”

RECITALS:

WHEREAS, on April 27, 2017, the Company and COPC Practice Management, LLC an Ohio limited liability company (“COPCM”), entered into the Stockholders’ Agreement in respect of the Company (the “Existing Agreement”);

WHEREAS, on November 7, 2018, (i) the Company entered into the Morgan Stanley Investment Agreement with the Morgan Stanley Purchasers, (ii) the Company and the Major Holder entered into the Amendment to the Existing Agreement and (iii) each Morgan Stanley Purchaser entered into an Adoption Agreement, pursuant to which each such Morgan Stanley Purchaser became a Stockholder for all purposes of the Existing Agreement as so amended;

WHEREAS, on January 4, 2019, (i) the Company entered into the Capital World Investment Agreement with the Capital World Purchasers, (ii) the Company and the Major Holder entered into the Second Amendment to the Existing Agreement as then amended and (iii) each Capital World Purchaser entered into an Adoption Agreement, pursuant to which each such Capital World Purchaser became a Stockholder for all purposes of the Existing Agreement as so amended;

WHEREAS, on March 12, 2019 and April 30, 2019, certain of the Morgan Stanley Purchasers delivered side letters addressed to the Company reflecting name changes of such Morgan Stanley Purchasers that the Company acknowledged;

WHEREAS, on November 7, 2019, (i) the Company entered into the Rock Springs Investment Agreement with the Rock Springs Purchaser, (ii) the Company and the Major Holder entered into the Third Amendment to the Existing Agreement, pursuant to which, among other things, the Major Holder became party to the Existing Agreement as then amended and (iii) the Rock Springs Purchaser entered into an Adoption Agreement, pursuant to which the Rock Springs Purchaser became a Stockholder for all purposes of the Existing Agreement as so amended;

WHEREAS, on the date hereof, the Company entered into the Wellington Investment Agreement with the Wellington Purchaser; and

WHEREAS, the Company and the Major Holder desire to amend and restate the Existing Agreement as currently amended in its entirety effective as of the Effective Date by entering into this Agreement and concurrently therewith the Wellington Purchaser will enter into an Adoption Agreement pursuant to which the Wellington Purchaser becomes a Stockholder for all purposes of this Agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the recitals set forth above, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Definitions. In addition to the terms defined above, the following terms used in this Agreement will be construed to have the meanings set forth or referenced below.

“Adoption Agreement” shall mean an Adoption Agreement substantially in the form attached hereto as Exhibit A.

“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act or any similar successor federal statute, and the rules and regulations thereunder, all as the same shall be in effect from time to time.

“agilon health” shall have the meaning as defined in Section 15.3.

“Agilon Health Holdings” shall have the meaning as defined in Section 15.3.

“Agilon Health Intermediate Holdings” shall have the meaning as defined in Section 15.3.

“Agreement” shall have the meaning as defined in the preamble.

“Approved Sale Transaction” shall have the meaning as defined in Section 9.1.

“Board” shall mean the Company’s Board of Directors.

“Business Day” shall mean any day other than (a) a Saturday or a Sunday or (b) a day on which commercial banks in New York are authorized or required by law or executive order to close.

“Capital Stock” shall mean the Common Stock and Preferred Stock of the Company, whether authorized as of or after the date hereof in accordance with the Company’s Certificate of Incorporation.

“Capital World Investment Agreement” shall mean the Investment Agreement, dated as of January 4, 2019, by and among the Company and the purchasers party thereto.

“Capital World Purchasers” shall mean Purchasers as defined in the Capital World Investment Agreement and any permitted transferee from any such Capital World Purchaser.

“Co-Sale Participant” shall have the meaning as defined in Section 5.4(e).

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“Common Stock” shall mean the common stock, par value $0.01 per share, of the Company, whether authorized as of or after the date hereof in accordance with the Company’s Certificate of Incorporation.

“Company” shall have the meaning as defined in the preamble.

“Company Notice” shall have the meaning as defined in Section 5.2.

“Consent of Spouse” shall have the meaning as defined in Section 17.11.

“Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.

“COPCM” shall have the meaning as defined in the recitals.

“Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants.

“Disqualification Event” shall have the meaning as defined in Section 4.2.

“Disqualified Designee” shall have the meaning as defined in Section 4.2.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.

“Exempted Securities” shall mean:

(i) shares of Common Stock or Options (including any phantom Common Stock or Options) issued to employees or directors of, or consultants or advisors to, or physician networks that provide services to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board;

(ii) shares of Common Stock or Convertible Securities actually issued upon the exercise of Options, in each case provided such issuance is pursuant to the terms of such Option or Convertible Security; and

(iii) shares of Common Stock, Options or Convertible Securities issued as acquisition consideration pursuant to the acquisition of another Person by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board.

“Existing Agreement” shall have the meaning as defined in the recitals.

“Fully Exercising Investor” shall have the meaning as defined in Section 16.1(b).

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“Investment Agreements” shall mean the Morgan Stanley Investment Agreement, the Capital World Investment Agreement, the Rock Springs Investment Agreement and the Wellington Investment Agreement.

“IPO” shall mean the initial sale of the common stock of the Company in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act.

“Issuance Offer Notice” shall have the meaning as defined in Section 16.1(a).

“Major Holder” shall mean CD&R Vector Holdings, L.P., a Delaware limited partnership, for as long as it or any of its Affiliates hold Capital Stock. For purposes of this Agreement, the Major Holder shall not be deemed a “Stockholder.”

“Major Holder Co-Sale Notice” shall have the meaning as defined in Section 5.4(c).

“Morgan Stanley Investment Agreement” shall mean the Investment Agreement, dated as of November 7, 2018, by and among the Company and the purchasers party thereto.

“Morgan Stanley Purchasers” shall mean Purchasers as defined in the Morgan Stanley Investment Agreement and any permitted transferee from any such Morgan Stanley Purchaser.

“MS Agent” shall have the meaning ascribed to such term in the Morgan Stanley Investment Agreement.

“New Securities” shall mean, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

“Non-Selling Stockholders” shall have the meaning as defined in Section 5.3(a).

“Notice” shall have the meaning as defined in Section 5.1.

“Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

“Participating Stockholders” shall have the meaning as defined in Section 5.3(a).

“Person” shall mean an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity.

“Preferred Stock” shall mean any preferred stock of the Company, regardless of series, authorized after the date hereof in accordance with the Company’s Certificate of Incorporation.

“Private Placements Financing Round” shall mean only those issuances of shares of Common Stock pursuant to private placements including and immediately subsequent to the issuance of Common Stock pursuant to the Rock Springs Investment Agreement and the Wellington Investment Agreement (collectively, “Subsequent Private Placements”), until and only including the first Subsequent Private Placement to the extent and only to the extent to which proceeds from all Subsequent Private Placements total $125,000,000 in the aggregate.

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“Prohibited Transfer” shall have the meaning as defined in Section 7.1(a).

“Purchasers” shall mean the Morgan Stanley Purchasers, the Capital World Purchasers, the Rock Springs Purchaser and the Wellington Purchaser.

“Purchaser Transferor” shall have the meaning as defined in Section 6.

“Rock Springs Investment Agreement” shall mean the Investment Agreement, dated as of November 7, 2019, by and between the Company and the Rock Springs Purchaser.

“Rock Springs Purchaser” shall mean Rock Springs Capital Master Fund LP, a Cayman Islands exempted limited partnership and any permitted transferee from the Rock Springs Purchaser.

“Sale Notice” shall mean written notice from the Company to Stockholders giving notice that the Board and Major Holder have approved in writing or in a meeting, as evidenced by a writing reflecting such approval, a Sale Transaction.

“Sale Transaction” shall mean a transaction or series of related transactions (whether structured as a sale of Capital Stock, asset sale, merger, consolidation, reorganization, joint venture or otherwise) in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company, or from the Company all or substantially all of its assets.

“Second Notice” shall have the meaning as defined in Section 5.3(a).

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Selling Stockholder Co-Sale Notice” shall have the meaning as defined in Section 5.4(a).

“Stock Equivalents” shall mean any stock option and any other security or obligation that is by its terms, directly or indirectly, convertible into or exchangeable or exercisable for shares of Capital Stock, and any option, warrant or other right to subscribe for, purchase or acquire Stock Equivalents (disregarding any restrictions or limitations on the exercise of such rights).

“Stockholder Notice” shall have the meaning as defined in Section 5.3(a).

“Stockholders” shall mean the parties listed on Schedule I hereto.

“Subsequent Private Placements” has the meaning as defined in the definition of Private Placements Financing Round.

5

“Transfer” shall mean any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of any of the Capital Stock.

“Voting Shares” shall mean shares of Company voting securities, whether now owned or hereafter acquired.

“Waived Investor” shall have the meaning as defined in Section 16.1(e).

“Wellington” shall mean Wellington Management Company LLP or any successor thereof.

“Wellington Investment Agreement” shall mean the Investment Agreement, dated as of the date hereof, by and between the Company and the Wellington Purchaser.

“Wellington Purchaser” shall mean Hadley Harbor Master Investors (Cayman) II L.P., a limited partnership organized in the Cayman Islands and any permitted transferee from the Wellington Purchaser.

2. Shares Subject to Agreement. During the existence of this Agreement, each Stockholder agrees and shall require that any transferee or assignee of any such Stockholder’s shares of Capital Stock agree in writing to hold all of such Stockholder’s Capital Stock subject to, and shall vote any Voting Shares in accordance with, the provisions of this Agreement.

3. Obligations to Vote Voting Shares for Specific Designee.

3.1 Each Stockholder shall vote all Voting Shares owned by such Stockholder or over which such Stockholder has voting control, and shall take all other necessary or desirable actions within his, her or its control (including in his, her or its capacity as a Stockholder, director, member of a board committee, officer of the Company or otherwise), and the Company shall take all necessary or desirable actions within its control, to ensure that:

(a) the number of directors constituting the Board is fixed and remains at all times at such number as the Major Holder shall designate from time to time and further approved by the Board in accordance with the Bylaws of the Company; and

(b) the Board shall be comprised of those individuals designated by the Major Holder.

3.2 In the absence of any designation from the Major Holder, the director previously designated in writing, reasonably prior to any such election and then serving shall be reelected if still eligible to serve as provided herein, or, if no election is held, shall continue to serve until such director’s successor shall be duly elected, unless such director resigns or is properly removed as a director of the Company.

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4. Obligations to Vote Voting Shares for Removal of Director; Filling Vacancies; No Bad Actor Disqualification.

4.1 Any Party having the right to designate a director pursuant to Section 3 hereof shall have the right to request the resignation or removal of such director. In such event, each of the Stockholders shall vote such Stockholder’s Voting Shares in a manner that would cause the removal of such director, whether at any annual or special meeting called, or, in connection with any other action (including the execution of written consents) taken for the purpose of removing such director. In the event of the resignation, death, removal or disqualification of a director, the Party which had the right to designate such director pursuant to Section 3 shall promptly designate a new director and, after written notice of the nomination has been given by such Party to each of the Parties hereto, each Stockholder will vote such Stockholder’s Voting Shares to elect such designee to the Board.

4.2 Each Party with the right to designate or participate in the designation of a director as specified above hereby represents and warrants to the Company that, to such Party’s knowledge, none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act (each, a “Disqualification Event”), is applicable to such Party’s initial designee named above except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Any director designee to whom any Disqualification Event is applicable, except for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, is hereinafter referred to as a “Disqualified Designee”. Each Party to this Agreement with the right to designate or participate in the designation of a director as specified above hereby covenants and agrees (A) not to designate or participate in the designation of any director designee who, to such Party’s knowledge, is a Disqualified Designee and (B) that in the event such Party becomes aware that any individual previously designated by any such Party is or has become a Disqualified Designee, such Party shall as promptly as practicable take such actions as are necessary to remove such Disqualified Designee from the Board and designate a replacement designee who is not a Disqualified Designee.

5. Transfers by a Stockholder.

5.1 Notice of Transfer. If a Stockholder proposes to Transfer any shares of Capital Stock, then the Stockholder shall promptly give written notice (the “Notice”) to the Company and to the Major Holder at least forty-five (45) days prior to the closing of such Transfer. The Notice shall describe in reasonable detail the proposed Transfer including, without limitation, the number of shares of Capital Stock to be Transferred, the nature of such Transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. In the event that the Transfer is being made pursuant to the provisions of Section 6, the Notice shall state under which clause of Section 6 the Transfer is being made. Notwithstanding anything herein to the contrary, the Major Holder shall have the right to consent to any such Transfer (other than a Transfer pursuant to Section 6 hereof) and determine whether to waive the application of Sections 5.2, 5.3 and/or 5.4 with respect thereto, in each case in its sole and absolute discretion; provided that the Major Holder may not waive the application of Section 5.4 with respect to Transfers of any shares of Capital Stock by the Major Holder.

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5.2 Company Right of First Refusal. For a period of twenty (20) days following receipt of any Notice described in Section 5.1, the Company shall have the right to purchase all or a portion of the Capital Stock subject to such Notice on the same terms and conditions as set forth therein. The Company’s purchase right shall be exercised by written notice signed by an officer of the Company (the “Company Notice”) and delivered to the selling Stockholder within such twenty (20) day period. The Company shall effect the purchase of the Capital Stock, including payment of the purchase price, not more than five (5) Business Days after delivery of the Company Notice and at such time shall record such purchase on the Company’s books. The Capital Stock so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company’s Capital Stock.

5.3 Non-Selling Stockholder Right of First Refusal.

(a) In the event that the Company does not elect to purchase all of the Capital Stock available pursuant to its rights under Section 5.2 within the period set forth therein, the Company shall promptly give written notice (the “Second Notice”) to each of the non-selling Stockholders and the Major Holder (the “Non-Selling Stockholders”), which shall set forth the number of shares of Capital Stock not purchased by the Company and which shall include the terms of Notice set forth in Section 5.1. Each Non-Selling Stockholder shall then have the right, exercisable upon written notice to the Company and the selling Stockholder (the “Stockholder Notice”) within twenty (20) days after the receipt of the Second Notice, to purchase all or a portion of its pro rata share of the Capital Stock subject to the Second Notice and on the same terms and conditions as set forth therein. The Stockholder Notice shall also indicate whether the Non-Selling Stockholder is willing to purchase more than his, her or its pro rata share of the Capital Stock and the maximum amount he, she or it would be willing to purchase. The Non- Selling Stockholders who so exercise their rights (the “Participating Stockholders”) shall effect the purchase of the Capital Stock, including payment of the purchase price, not more than five (5) Business Days after all notice periods pursuant to this Section 5.3 have expired and at such time the Company shall record such purchase on the Company’s books.

(b) Each Non-Selling Stockholder’s pro rata share shall be equal to the product obtained by multiplying (i) the aggregate number of shares of Capital Stock (as converted to Common Stock) covered by the Second Notice by (ii) a fraction, the numerator of which is the number of shares of Capital Stock and Stock Equivalents (each as converted to Common Stock) owned by the Participating Stockholder at the time of the Notice and the denominator of which is the total number of shares of Capital Stock and Stock Equivalents (each as converted to Common Stock) owned by all of the Stockholders and the Major Holder, in the aggregate, at the time of the Notice.

(c) In the event that not all of the Non-Selling Stockholders elect to purchase their entire pro rata share of the Capital Stock available pursuant to their rights under Section 5.3(a) within the time period set forth therein, then the selling Stockholder shall promptly give written notice to each of the Participating Stockholders who indicated their desire to purchase more than their pro rata share and to inform them of the amount of Capital Stock such Participating Stockholder is required to purchase.

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5.4 Right of Co-Sale.

(a) In the event the Company and/or the Non-Selling Stockholders fail to exercise their respective rights to purchase all of the Capital Stock subject to Sections 5.2 and/or 5.3 hereof, then following the exercise or expiration of the rights of purchase set forth in Sections 5.2 and 5.3, the selling Stockholder shall deliver to the Company and each Non-Selling Stockholder written notice (the “Selling Stockholder Co-Sale Notice”) that each Non-Selling Stockholder shall have the right, exercisable upon written notice to such Stockholder with a copy to the Company within ten (10) days after receipt of the Selling Stockholder Co-Sale Notice, to participate in such Transfer of Capital Stock on the same terms and conditions. Such notice shall indicate the number of shares of Capital Stock up to that number of shares determined under Section 5.4(b) that the Non-Selling Stockholder wishes to sell under its right to participate. To the extent that one or more of the Non-Selling Stockholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Capital Stock that the selling Stockholder may sell in the transaction shall be correspondingly reduced.

(b) With respect to a Transfer pursuant to Section 5.4(a), each Non-Selling Stockholder may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Capital Stock (as converted to Common Stock) covered by the Selling Stockholder Co-Sale Notice and not purchased by the Company or its assignees or Non-Selling Stockholders pursuant to Section 5.2 or 5.3 by (ii) a fraction, the numerator of which is the number of shares of Capital Stock and Stock Equivalents (each as converted to Common Stock) owned by such Non-Selling Stockholder at the time of the Notice and the denominator of which is the total number of shares of Capital Stock and Stock Equivalents (each as converted to Common Stock) owned by the selling Stockholder (excluding shares purchased by the Company and/or Non-Selling Stockholders pursuant to Sections 5.2 and/or 5.3) and the Non-Selling Stockholders at the time of the Notice.

(c) In the event the Major Holder proposes to Transfer any shares of Capital Stock other than pursuant to the provisions of Section 6 or Section 9, then the Major Holder shall deliver to the Company and each Stockholder written notice (the “Major Holder Co-Sale Notice”) that each Stockholder shall have the right, exercisable upon written notice to the Major Holder with a copy to the Company within ten (10) days after receipt of the Major Holder Co-Sale Notice, to participate in such Transfer of Capital Stock on the same terms and conditions. Such notice shall indicate the number of shares of Capital Stock up to that number of shares determined under Section 5.4(d) that the Stockholder wishes to sell under its right to participate. To the extent that one or more of the Stockholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Capital Stock that the Major Holder may sell in the transaction shall be correspondingly reduced.

(d) With respect to a Transfer pursuant to Section 5.4(c), each Stockholder may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Capital Stock (as converted to Common Stock) covered by the Major Holder Co-Sale Notice by (ii) a fraction, the numerator of which is the number of shares of Capital Stock and Stock Equivalents (each as converted to Common Stock) owned by such Stockholder at the time of the Major Holder Co-Sale Notice and the denominator of which is the total number of shares of Capital Stock and Stock Equivalents (each as converted to Common Stock) owned by the Major Holder and the Stockholders at the time of the Major Holder Co-Sale Notice.

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(e) The selling Stockholder or Major Holder, as applicable, shall remit to such Stockholder who elects to participate in the Transfer subject to a Major Holder Co-Sale Notice, in each case, pursuant to this Section 5.4 (a “Co-Sale Participant”) that portion of the sale proceeds to which such Co-Sale Participant is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, the selling Stockholder or Major Holder, as applicable, shall not sell to such prospective purchaser or purchasers any Capital Stock unless and until, simultaneously with such sale, such Stockholder or the Major Holder, as applicable, shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Co-Sale Notice.

(f) The exercise or non-exercise of the rights of any Non-Selling Stockholder in respect of a Selling Stockholder Co-Sale Notice or any Stockholder in respect of a Major Holder Co-Sale Notice hereunder to participate in one or more Transfers of Capital Stock made by any Stockholder or the Major Holder, as applicable, shall not adversely affect its right to participate in subsequent Transfers of Capital Stock subject to Section 5.

5.5 Transfer; Restrictions.

(a) To the extent that no Non-Selling Stockholder elects to participate in the sale of the Capital Stock subject to the Selling Stockholder Co-Sale Notice, the Stockholder may, not later than sixty (60) days following delivery to the Company of the Selling Stockholder Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Capital Stock covered by the Selling Stockholder Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not more favorable to the transferor than those described in the Selling Stockholder Co-Sale Notice; provided, however, that any transferee under all circumstances shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Stockholder hereunder, including without limitation Sections 5, 8 and 9. Such transferred Capital Stock shall remain “Capital Stock” hereunder, and such transferee shall be treated as the “Stockholder” for purposes of this Agreement. Any proposed Transfer on terms and conditions more favorable than those described in the Selling Stockholder Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Capital Stock by a Stockholder, shall again be subject to the first refusal and co-sale rights of the Company and/or the Major Holder and shall require compliance by a Stockholder with the procedures described in this Section 5.

(b) To the extent that no Stockholder elects to participate in the sale of the Capital Stock subject to the Major Holder Co-Sale Notice, the Major Holder may, not later than sixty (60) days following delivery to the Company of the Major Holder Co-Sale Notice, enter into an agreement providing for the closing of the Transfer of such Capital Stock covered by the Major Holder Co-Sale Notice within thirty (30) days of such agreement on terms and conditions not more favorable to the transferor than those described in the Major Holder Co-Sale Notice; provided, however, that any transferee under all circumstances shall enter into a written

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agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Stockholder hereunder, including without limitation Sections 5, 8 and 9. Such transferred Capital Stock shall remain “Capital Stock” hereunder, and such transferee shall be treated as a “Stockholder” for purposes of this Agreement. Any proposed Transfer on terms and conditions more favorable than those described in the Major Holder Co-Sale Notice shall again be subject to the co-sale rights of the Stockholders and shall require compliance by the Major Holder with the procedures described in this Section 5. Any subsequent proposed Transfer of any of the Capital Stock by the Major Holder, shall be subject to the co-sale rights of the Stockholders and shall require compliance by the Major Holder with the procedures described in this Section 5.

6. Exempt Transfers. Notwithstanding the foregoing, the notice, first refusal and co-sale rights set forth in Section 5 above shall not apply to, (a) in the case the Stockholder or the Major Holder is an entity, any Transfer to its Affiliate, (b) any Transfer by (i) any Morgan Stanley Purchaser or MS Agent, (ii) any Capital World Purchaser, (iii) the Rock Springs Purchaser or (iv) the Wellington Purchaser (each, a “Purchaser Transferor”) on behalf of such Purchaser Transferor, to another fund or account managed, advised or sub-advised by MS Agent (in the case of any Morgan Stanley Purchaser or MS Agent), Capital Research and Management Company (in the case of any Capital World Purchaser), Rock Springs Capital Management LP (in the case of the Rock Springs Purchaser) or Wellington (in the case of the Wellington Purchaser) or, in the case of each of the foregoing, to an affiliated investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, pursuant to a merger or reorganization of such Purchaser Transferor, (c) any Transfer by any Purchaser Transferor to the Company in accordance with the terms and conditions of the put option in the Morgan Stanley Investment Agreement, Capital World Investment Agreement, Rock Springs Investment Agreement or Wellington Investment Agreement, as applicable, and (d) in the case the Stockholder is a natural person, any Transfer without consideration to a Stockholder’s ancestors, descendants or spouse or to trusts for the benefit of such persons or the Stockholder, or to any other Person approved by the Board of Directors of the Company; provided, that, in the event of any Transfer made pursuant to such exemption, (A) the Stockholder shall inform the Company and the Major Holder, or the Major Holder shall inform the Company, as applicable, of such Transfer or gift prior to effecting it and (B) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Stockholder hereunder, including without limitation Sections 5, 8 and 9. Capital Stock subject to a Transfer described in this Agreement shall remain “Capital Stock” hereunder, and such pledgee, transferee or donee shall be treated as the “Stockholder” for purposes of this Agreement.

7. Prohibited Transfers.

7.1 Put Option.

(a) In the event that a Stockholder or the Major Holder, as applicable, should sell any Capital Stock in contravention of the co-sale rights set forth in Section 5.4 of this Agreement (a “Prohibited Transfer”), the Non-Selling Stockholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Stockholder or the Major Holder, as applicable, shall be bound by the applicable provisions of such option; provided, however, that this Section 7.1 shall not operate to waive, reduce, diminish, or otherwise limit the enforceability of any other provision of this Agreement, including, without limitation, those set forth in Sections 5 and 6.

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(b) In the event of a Prohibited Transfer, each Non-Selling Stockholder shall have the right to sell to the selling Stockholder or the Major Holder, as applicable, the type and number of shares of Capital Stock equal to the number of shares such Non-Selling Stockholder would have been entitled to Transfer to the purchaser under Section 5.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions:

(i) The price per share at which the shares are to be sold to the Stockholder or the Major Holder, as applicable, shall be equal to the price per share paid by the purchaser to such Stockholder or the Major Holder, as applicable, in such Prohibited Transfer. The Stockholder or the Major Holder, as applicable, shall also reimburse each Non-Selling Stockholder for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of such Non-Selling Stockholder’s rights under Section 5.4.

(ii) The selling Stockholder or the Major Holder, as applicable, shall pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 7.1(b)(i), in cash or by other means acceptable to the Non-Selling Stockholder.

7.2 Voidability of Transfer. Notwithstanding the availability of the remedy set forth in Section 7.1 for a violation of Section 5.4, (a) any purported Transfer by a Stockholder or the Major Holder, as applicable, of Capital Stock in violation of any provision hereof shall be voidable, in the case of such a Transfer by (i) a Stockholder, at the option of the Major Holder, or (ii) the Major Holder, at the option by the Stockholders owning a majority of the shares of Common Stock held by all of the Stockholders, and (b) the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of, in the case of such a Transfer by (i) a Stockholder, the Major Holder or (ii) the Major Holder, the Stockholders owning a majority of the shares of Common Stock held by all of the Stockholders.

8. Lock-Up Agreement.

8.1 Lock-Up Period; Agreement. In connection with an IPO and upon request of the Company or the underwriters managing such offering of the Company’s securities, each Stockholder and the Major Holder agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company, however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days but subject, if the Company does not qualify as an emerging growth company (as defined in the Jumpstart Our Business Startup Act of 2012), to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with applicable FINRA Rules) from the effective date of such registration statement as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the IPO.

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8.2 Stop-Transfer Instructions. In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of each Stockholder (and the securities of every other Person subject to the restrictions in Section 8.1).

8.3 Transferees Bound. Each Stockholder agrees that, prior to the IPO, it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 8.

8.4 Purchasers Not Bound. Notwithstanding anything to the contrary in Subsection 8.1, the obligations set forth in Subsection 8.1 shall not apply to any Purchaser.

9. Drag-Along Right.

9.1 If the Board and the Major Holder shall approve in writing or in a meeting, as evidenced by a writing reflecting such approval, a Sale Transaction (such an approved Sale Transaction, an “Approved Sale Transaction”), then the Company shall provide the Sale Notice to the other Stockholders, which notice shall describe the Approved Sale Transaction in reasonable detail, including the proposed time and place of the closing thereof and the consideration to be received by the Company and/or the Company’s stockholders. Thereafter, each of the Stockholders shall: (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to such third party all of the shares held by such Stockholder of each class of Capital Stock of the Company in the Approved Sale Transaction at the closing thereof (or in the event that the Major Holder is selling fewer than all of its shares of the Company’s Capital Stock, shares in the same proportion as the Major Holder is selling) on the same terms and for the same type of consideration as that received by the Major Holder for shares of such class of Capital Stock; and (b) if stockholder approval of the Approved Sale Transaction is required, vote all of such Stockholder’s Voting Shares, or provide an irrevocable proxy (which shall be deemed to be coupled with an interest) directing the holder of such proxy to vote all such shares, in each case in favor thereof.

9.2 In the event that the Approved Sale Transaction is to be effected by the sale of shares of the Company’s Capital Stock without the need for stockholder approval (other than the written approval of the Major Holder), each Stockholder shall sell promptly all shares of the Company’s Capital Stock held by such Stockholder or under such Stockholder’s control (or in the event that the Major Holder is selling fewer than all of their shares of the Company’s Capital Stock, shares in the same proportion as the Major Holder is selling) to the Person to whom the Major Holder proposes to sell its shares in accordance with Section 9.1.

9.3 In the event of an Approved Sale Transaction, each Stockholder also shall execute and deliver all related documentation and take such other action in support of the Approved Sale Transaction as shall reasonably be requested by the Company and consistent with Section 9.1. None of the Stockholders shall deposit, nor cause such Stockholder’s Affiliates to deposit, any voting securities of the Company owned by such Stockholder in a voting trust or,

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except as set forth herein, subject any such voting securities to any arrangement or agreement with respect to the voting of such shares of the Company’s Capital Stock, unless such voting trust, arrangement or agreement contains provisions requiring compliance with the provisions of this Agreement. In the event of an Approved Sale Transaction, any other sale assignment, transfer, pledge, hypothecation, mortgage, disposal or encumbrance of shares of the Company’s Capital Stock by any Stockholder shall be absolutely prohibited, but only during the pendency of such Approved Sale Transaction.

9.4 In connection with an Approved Sale Transaction, each of the Stockholders hereby expressly waives, to the extent permitted under applicable law, the applicability of the provisions for dissenters’ or appraisal rights set forth in Section 262 of the Delaware General Corporation Law (or any other similar applicable state law) and expressly agrees that such Stockholder shall not be entitled, under any circumstances in connection with such Approved Sale Transaction, to exercise any such dissenters’ or appraisal rights. Each of the Stockholders hereby acknowledges that the execution of this Agreement represents a material inducement on the part of the Company to issue, and/or the Major Holder to permit the issuance by the Company or to sell, as applicable, shares to any Stockholder other than the Major Holder. The agreements contained in this Section 9 are coupled with an interest and except as provided in this Agreement may not be revoked or terminated during the term of this Agreement.

9.5 Conditions. Notwithstanding anything to the contrary set forth herein, a Stockholder will not be required to comply with Sections 9.1, 9.2, 9.3 and 9.4 above in connection with any Approved Sale Transaction, unless:

(a) any representations and warranties to be made by such Stockholder in connection with the Approved Sale Transaction are limited to representations and warranties related to authority, ownership and the ability to convey title to the shares of the Company’s Capital Stock held by such Stockholder or under such Stockholder’s control, including, but not limited to, representations and warranties that (i) the Stockholder holds all right, title and interest in and to the shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable (subject to customary limitations) against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into by the Stockholder in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement to which the Stockholder is a party, or any law or judgment, order or decree of any court or governmental agency that applies to the Stockholder;

(b) such Stockholder is not required to agree (unless such Stockholder is a Company officer or employee) to any restrictive covenant in connection with the Approved Sale Transaction, other than with respect to confidentiality obligations (including without limitation any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Approved Sale Transaction);

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(c) the Stockholder is not liable for the breach of any representation, warranty or covenant made by any other Person in connection with the Approved Sale Transaction, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders);

(d) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Approved Sale Transaction in accordance with the provisions of the Company’s certificate of incorporation) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Approved Sale Transaction, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to the amount of consideration received by such Stockholder;

(e) upon the consummation of the Approved Sale Transaction, (i) each holder of each class or series of the Capital Stock of the Company will receive the same form of consideration for its shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, and if any holders of any Capital Stock of the Company are given a choice as to the form of consideration to be received as a result of the Approved Sale Transaction, all holders of such Capital Stock will be given the same option, and (ii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock; and

(f) subject to clause (e) above, requiring the same form of consideration to be available to the holders of any single class or series of Capital Stock, if any holders of any Capital Stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Approved Sale Transaction, all holders of such Capital Stock will be given the same option; provided, however, that nothing in this Subsection shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders.

10. Vote to Increase Authorized Capital Stock. Each Stockholder, other than the Rock Springs Purchaser and the Wellington Purchaser, shall vote or cause to be voted all Voting Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Capital Stock from time to time as requested by the Major Holder.

11. Termination. This Agreement shall terminate upon the earliest to occur of (i) the consummation of an IPO, (ii) the consummation of any other underwritten public offering of Common Stock or (iii) the approvals of each of (x) the holders of securities of the Company representing at least seventy-five percent (75%) of the Voting Shares, (y) Stockholders owning a majority of the shares of Common Stock issued in the Private Placements Financing Round, and (z) the Board. Notwithstanding the above, all parties hereto agree that Sections 8.1, 8.2 and 8.4 shall survive termination of this Agreement.

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12. Successors in Interest.

12.1 In addition to any restriction on Transfer that may be imposed by any other agreement by which any Party hereto may be bound, this Agreement shall be binding upon the Parties, their respective transferees, heirs, successors and assigns; provided, that for any such Transfer to be deemed effective, the transferee shall have executed and delivered to the Company in advance an Adoption Agreement. The Company shall not record any Transfer of shares on its books unless and until such transferee shall have complied with the terms of this Section 12.1. Upon the execution and delivery of an Adoption Agreement by a transferee reasonably acceptable to the Company, such transferee shall be deemed to be a Party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages hereto and shall be deemed to be a Stockholder. By its execution hereof or of any Adoption Agreement, each of the Stockholders appoints the Company as its attorney-in-fact for the purpose of executing any Adoption Agreement which may be required to be delivered hereunder. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective transferees, heirs, successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

12.2 Any certificate, instrument, or book entry representing any of the Voting Shares shall be marked by the Company with a legend reading as follows:

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO AN AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER) AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID STOCKHOLDERS’ AGREEMENT.”

13. No Liability for Election of Recommended Directors. None of the Company, the Stockholders, the Major Holder (except pursuant to Section 4) or any officer, director, stockholder, partner, employee or agent of any such party, makes any representation or warranty as to the fitness or competence of the designee of any party hereunder to serve on the Board by virtue of such party’s execution of this Agreement or by the act of such party in voting for or designating such designee pursuant to this Agreement.

14. Covenant to Vote; Grant of Proxy. Each Stockholder shall appear in person or by proxy at any annual or special meeting of stockholders for the purpose of obtaining a quorum and shall vote the Voting Shares owned by such Stockholder, either in person or by proxy, at any annual or special meeting of stockholders of the Company called for the purpose of voting on the election of directors or by written consent of stockholders with respect to the election of directors, in favor of the election of the directors designated in accordance with Section 3 hereof. In addition, each Stockholder shall appear in person or proxy at any annual or special meeting of stockholders for the purpose of obtaining a quorum and shall vote, or shall execute and deliver a written consent with respect to, the Voting Shares owned by such Stockholder entitled to vote

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upon any other matter submitted to a vote of the stockholders of the Company in a manner so as to be consistent and not in conflict with, and to implement, the terms of this Agreement. Upon the failure of any Party to vote their Voting Shares in accordance with the terms of this Agreement, such Party hereby grants to the Major Holder a proxy coupled with an interest in all Voting Shares owned by such Party, which proxy shall be irrevocable until this Agreement terminates.

15. Covenants and Representations of the Company and the Major Holder.

15.1 For as long as COPCM owns Capital Stock, the Company shall not, and shall direct that each of its then-current direct or indirect majority-owned subsidiaries over which the Company has direct or indirect majority governance control (other than CORE Care Select, Inc., an Ohio corporation) does not, possess or obtain a license to sell health insurance in the State of Ohio without COPCM’s prior written consent.

15.2 The Company agrees to use its commercially reasonable efforts to ensure that the rights given to the Parties hereunder are effective and that the Parties enjoy the benefits thereof. Such actions include, without limitation, the use of the Company’s commercially reasonable best efforts to cause the nomination and election (and maintenance in office) of the Board designees as provided in Section 3, to enforce the terms of this Agreement and to inform the Stockholders of any breach hereof (to the extent the Company has knowledge thereof). The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all such actions as may be necessary, appropriate or reasonably requested by the Major Holder or the holders of at least a majority-in-interest of the outstanding shares of Capital Stock of the Company assuming exercise and conversion of all outstanding securities, in order to protect the rights of the Parties hereunder against impairment and to assist the Parties hereto in the exercise of their rights and the performance of their obligations hereunder.

15.3 As of the Effective Date, the Company represents and warrants that (a) it owns one hundred percent (100%) of the ownership interests in Agilon Health Holdings, Inc., a Delaware corporation (f/k/a CD&R Vector Topco, Inc.) (“Agilon Health Holdings”), (b) Agilon Health Holdings owns one hundred percent (100%) of the ownership interests in Agilon Health Intermediate Holdings, Inc., a Delaware corporation (f/k/a CD&R Vector Midco, Inc.) (“Agilon Health Intermediate Holdings”), and (c) Agilon Health Intermediate Holdings owns one hundred percent (100%) of the ownerships interests in agilon health, inc., a Delaware corporation, (f/k/a CD&R Vector Parent, Inc.) (“agilon health”). If the Major Holder or any of its Affiliates receive any issuances of equity or equity-like securities from Agilon Health Holdings, Agilon Health Intermediate Holdings, or agilon health, inc., COPCM has the option, but not the obligation, to participate in such issuance on a pro-rata basis based upon the relative ownership percentage as between the Major Holder and COPCM in the Company on the same terms and conditions.

15.4 Prior to completion of an IPO, neither the Major Holder nor the Company may directly or indirectly enter into any transaction (or series of related transactions) with any Affiliate of the Major Holder (including but not limited to portfolio companies of investment funds managed by Clayton, Dubilier & Rice, LLC, but excluding ordinary course transactions

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between the Company and any wholly owned subsidiary of the Company), relating to the ownership, control or operation of the Company or its subsidiaries, other than agreements customarily entered into by Clayton, Dubilier & Rice LLC portfolio companies in connection with an IPO (including stockholder agreements, nominating agreements, registration rights agreements, consulting termination agreements, indemnity arrangements and other IPO governance agreements or arrangements), without the prior approval of: (i) a majority of the Company’s disinterested directors and (ii) Stockholders owning a majority of the shares of Common Stock issued in the Private Placements Financing Round. The Major Holder and the Company hereby represent and warrant that except (a) for any agreements and arrangements with current and former employees and directors relating to their (x) employment or service with the Company, its subsidiaries and affiliated independent physician associations entered into in the ordinary course, including compensation and benefits relating to such employment or service, or (y) separation from employment, including compensation and benefits relating to such separation and (b) as otherwise set forth on Exhibit C, there are no agreements, commitments or similar items with respect to any of the foregoing as of the date hereof. Notwithstanding anything in this Agreement to the contrary, this Section 15.4 may be amended only with the approvals set forth in clauses (i) and (ii) of the first sentence of this Section 15.4.

15.5 The Major Holder agrees that it shall not make any indemnification claim (and in no event shall the Indemnifying Parties (as defined in the agreement below) have any obligations) in respect of a diminution in value of any shares of Capital Stock held by the Major Holder pursuant to the Indemnification Agreement, dated as of July 1, 2016, by and among Agilon Health Holdings, Agilon Health Intermediate Holdings, agilon health, Primary Provider Management Co., Inc., a California Corporation, the Major Holder, Clayton, Dubilier & Rice Fund IX, L.P., a Cayman Islands exempted limited partnership, Clayton, Dubilier & Rice Fund IX-A, L.P, a Cayman Islands exempted limited partnership, CD&R Advisor Fund IX, L.P., a Cayman Islands exempted limited partnership, and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company.

16. Rights to Future Stock Issuances.

16.1 Right of First Offer. Subject to the terms and conditions of this Section 16.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Stockholder and the Major Holder.

(a) The Company shall give notice (the “Issuance Offer Notice”) to each Stockholder and the Major Holder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

(b) By notification to the Company within five (5) Business Days after the Issuance Offer Notice is given, each Stockholder or the Major Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Issuance Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Stockholder and the Major Holder, as applicable, (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Preferred Stock and any other Derivative Securities then held by such Stockholder or Major

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Holder, as applicable) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of any Preferred Stock and any other Derivative Securities then outstanding). At the expiration of such five (5) Business Day period, the Company shall promptly notify each Stockholder and the Major Holder, as applicable, that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Stockholder’s or the Major Holder’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which the Stockholders and the Major Holder were entitled to subscribe but that were not subscribed for by the Stockholders or the Major Holder, as applicable, which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 16.1(b) shall occur within the later of ninety (90) days of the date that the Issuance Offer Notice is given and the date of initial sale of New Securities pursuant to Section 16.1(c).

(c) If all New Securities referred to in the Issuance Offer Notice are not elected to be purchased or acquired as provided in Section 16.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 16.1(b), offer and enter into an agreement to sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Issuance Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Stockholders and the Major Holder in accordance with this Section 16.1.

(d) The right of first offer in this Section 16.1 shall not be applicable to (i) Exempted Securities, (ii) shares of Common Stock issued in an IPO or (iii) shares of Common Stock issued in the Private Placements Financing Round.

(e) Notwithstanding the foregoing and Section 17.6, the Company may waive the rights of the Stockholders and the Major Holder to purchase New Securities under this Section 16.1 with the approval of the Major Holder and the Stockholders owning a majority of the shares of Common Stock held by all of the Stockholders; provided, that, in the event that the rights of a Stockholder to purchase New Securities under this Section 16.1 are waived with respect to a particular offering of New Securities without such Stockholder’s prior written consent (a “Waived Investor”) and any Stockholder or the Major Holder that participated in waiving such rights actually purchases New Securities in such offering, then the Company shall grant, and hereby grants, each Waived Investor the right to purchase, in a subsequent closing of such issuance on substantially the same terms and conditions, the same percentage of its full pro rata share of such New Securities as the highest percentage of any such purchasing Stockholder or the Major Holder.

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16.2 Termination. The covenants set forth in Section 16.1 shall terminate and be of no further force or effect (i) upon the consummation of an IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act or (iii) upon the closing of an Approved Sale Transaction, whichever event occurs first.

17. Miscellaneous.

17.1 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

17.2 Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in all respects in accordance with laws of the State of Delaware without regard to its choice of laws principles.

17.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

17.5 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified; (b) when sent by confirmed electronic mail or confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next Business Day; (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications to the Company shall be sent to the attention of the Ronald Kuerbitz at One World Trade Center, Suite 2050, Long Beach, CA 90831, or at such other current address as the Company shall have furnished to the Stockholders, with a copy (which shall not constitute notice) to Christopher Anthony, c/o Debevoise & Plimpton, 919 Third Avenue, New York, New York 10022. All communications to the Stockholders shall be sent to each Stockholder’s address as set forth beneath its signature (copies of such Adoption Agreements are attached hereto as Exhibit D), or at such other address as the relevant recipient may designate pursuant to the provisions of this Section 17.5.

17.6 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Major Holder; provided, however, that any amendment or waiver that materially and disproportionately adversely affects a Stockholder in a materially different manner than all of the other Stockholders shall require the consent of such Stockholder;

20

provided, further, that any amendment or waiver that adversely affects any Purchaser shall require the consent of such Purchaser. Notwithstanding the foregoing, pursuant to Section 17.10, no consent or approval of any Stockholder shall be required to add persons as parties to this Agreement. Any amendment or waiver effected in accordance with this Section 17.6 shall be binding upon each Stockholder and the Company, and each of their respective successors and assigns. The Company shall give each Stockholder prompt written notice of any amendment, modification, or termination of, and of any waiver under, this Agreement. Notwithstanding the foregoing, any provision hereof may be waived by the waiving Party on such Party’s own behalf, without the consent of any other Party. Notwithstanding anything herein to the contrary, if the Board and the Major Holder determine that it is advisable and in the best interests of the Company to effect a reorganization, an effect of which would be that all of the then stockholders of the Company would become stockholders of another entity that is or would be following such reorganization an Affiliate of the Company, then each Stockholder shall take any and all such actions and execute and deliver any and all such instruments and other documents as the Board may reasonably request in order to effect or evidence such reorganization and upon the Company’s assignment of its rights and obligations under this Agreement to such other affiliated entity, this Agreement shall remain in full force and effect as a stockholders agreement of such other affiliated entity and all references herein to the Company shall be to such other affiliated entity and each Stockholder shall be a stockholder of such other affiliated entity.

17.7 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible and such invalidity, illegality or unenforceability will not affect any other provision of this Agreement. In such event, the parties shall negotiate, in good faith, a legal, valid and enforceable substitute provision which most nearly effects the intent of the Parties in entering into this Agreement.

17.8 Entire Agreement. This Agreement (including all schedules and exhibits attached hereto, if any) constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof.

17.9 Advice of Counsel. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

17.10 Additional Stockholders. In the event that after the date of this Agreement, the Company enters into an agreement with any Person, other than employees, directors, or management of the Company or its Affiliates, to issue shares of Capital Stock, then the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing and delivering an Adoption Agreement, and thereafter such Person shall be deemed a Party hereto and a “Stockholder” hereunder. The Company shall attach any executed Adoption Agreements to Exhibit D of this Agreement.

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17.11 Consent of Spouse. If any individual Party to this Agreement is married on the date of this Agreement, such Party’s spouse shall execute and deliver to the Company a Consent of Spouse substantially in the form of Exhibit B hereto (“Consent of Spouse”), effective on the date hereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemed to convey to the spouse any rights that do not otherwise exist by operation of law or the agreement between such parties. If any individual Party to this Agreement should marry or remarry subsequent to the date of this Agreement, such Party shall within thirty (30) days thereafter obtain his/her new spouse’s acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by causing such spouse to execute and deliver the Consent of Spouse.

17.12 Electronic and Facsimile Signatures. Any signature page delivered electronically or by facsimile (including without limitation transmission by .pdf or other fixed image form) shall be binding to the same extent as an original signature page.

17.13 Injunctive Relief. It is acknowledged that it will be impossible to measure in money the damages that would be suffered if the Parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved Person will be irreparably damaged and will not have an adequate remedy at law. Any such Person shall, therefore, be entitled to injunctive relief, including specific performance, to enforce such obligations, and if any action shall be brought in equity to enforce any of the provisions of this Agreement, none of the Parties hereto shall raise the defense that there is an adequate remedy at law.

17.14 Aggregation of Stock. All shares of Capital Stock held or acquired by Affiliates of a Stockholder shall be aggregated for the purpose of determining the availability of any rights under this Agreement.

17.15 Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not alternative.

17.16 Construction.

(a) References herein to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto.

(b) References to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

(c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified and shall be counted from the day immediately following the date from which such number of days are to be counted.

[SIGNATURES FOLLOW ON THE NEXT PAGE]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

THE COMPANY:
AGILON HEALTH TOPCO, INC.
By:	/s/ Ravi Sachdev
Name:	Ravi Sachdev
Title:	President

[Signature Page to Amended and Restated Stockholders’ Agreement of Agilon Health Topco, Inc.]

MAJOR HOLDER:
CD&R VECTOR HOLDINGS, L.P.
By: CD&R Investment Associates IX, Ltd., its general partner
By:	/s/ Theresa A. Gore
Name:	Theresa A. Gore
Title:	Vice President, Treasurer and Assistant
	Secretary

[Signature Page to Amended and Restated Stockholders’ Agreement of Agilon Health Topco, Inc.]

SCHEDULE I

STOCKHOLDERS

1. COPC Practice Management, LLC;

2. Canadian Pooled Funds-Global Opportunity Fund I;

3. Morgan Stanley Investment Funds-Global Opportunity Fund;

4. Growth Trust;

5. Morgan Stanley Investment Funds-US Growth Fund;

6. Morgan Stanley Insight Fund (/f/k/a Morgan Stanley Multi Cap Growth Trust);

7. Morgan Stanley Institutional Fund Trust—Discovery Portfolio (f/k/a Morgan Stanley Institutional Fund Trust-Mid Cap Growth Portfolio);

8. Morgan Stanley Variable Insurance Fund, Inc. Growth Portfolio;

9. NGS Super Pty Limited;

10. Morgan Stanley Variable Insurance Fund, Inc.—Discovery Portfolio (f/k/a Morgan Stanley Variable Insurance Fund, Inc.-Mid Cap Growth Portfolio);

11. Inception Trust (f/k/a Small Company Growth Trust);

12. The Employee Benefits Committee of American Airlines, Inc. and US Airways, Inc.;

13. Morgan Stanley Institutional Fund, Inc.-Growth Portfolio;

14. Morgan Stanley Institutional Fund, Inc.-Global Opportunity Portfolio;

15. Russell Investment Company V plc-Russell Investments Global Ethical Equity Fund;

16. Brighthouse Funds Trust I – Morgan Stanley Mid Cap Growth Fund;

17. The New Economy Fund;

18. SMALLCAP World Fund, Inc.;

19. Rock Springs Capital Master Fund LP; and

20. Hadley Harbor Master Investors (Cayman) II L.P.

EXHIBIT A

Adoption Agreement

This Adoption Agreement (“Adoption Agreement”) is executed by the undersigned (the “Holder”) pursuant to the terms of that certain Amended and Restated Stockholders’ Agreement dated as of _________________ (as may be amended from time to time, the “Stockholders’ Agreement”) by and among the Company and certain of its stockholders. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows:

1. Acknowledgment. Holder acknowledges that Holder is acquiring certain shares of the Capital Stock of the Company (the “Stock”), for one of the following reasons (Check the appropriate box):

[ ] as a transferee of Voting Shares from a party in such party’s capacity as a “Stockholder” bound by the Stockholders’ Agreement, and after such transfer, Holder shall be considered a “Stockholder” for all purposes of the Stockholders’ Agreement.

[ ] as a new Stockholder in accordance with Section 17.10 of the Stockholders’ Agreement, in which case Holder will be a “Stockholder” for all purposes of the Stockholders’ Agreement.

2. Agreement. Holder (a) agrees that the Capital Stock acquired by Holder shall be bound by and subject to the terms of the Stockholders’ Agreement and (b) hereby adopts the Stockholders’ Agreement with the same force and effect as if Holder were originally a Party thereto.

3. Notice. Any notice required or permitted by the Stockholders’ Agreement shall be given to Holder at the address listed beside Holder’s signature below.

(Signature Page Follows)

EXECUTED AND DATED this ___________ day of __________, 20_.

HOLDER:

By:

Name:

Title:

Address:

Fax:

Accepted and Agreed:

COMPANY

By:

Name:

Title:

EXHIBIT B

CONSENT OF SPOUSE

I, _________________________ , spouse of _______________________________, acknowledge that I have read the Amended and Restated Stockholders’ Agreement dated as of _______________, to which this Consent of Spouse is attached as Exhibit B (as may be amended from time to time, the “Stockholders’ Agreement”), and that I know the contents of the Stockholders’ Agreement. I am aware that the Stockholders’ Agreement contains provisions regarding the voting and transfer of shares of Capital Stock of the Company (as defined in the Agreement) that my spouse may own, including any interest I might have therein.

I hereby agree that my interest, if any, in any shares of Capital Stock of the Company subject to the Stockholders’ Agreement shall be irrevocably bound by the Stockholders’ Agreement and further understand and agree that any community property interest I may have in such shares of Capital Stock of the Company shall be similarly bound by the Stockholders’ Agreement.

I am aware that the legal, financial and related matters contained in the Stockholders’ Agreement are complex and that I am free to seek independent professional guidance or counsel with respect to this Consent of Spouse. I have either sought such guidance or counsel or determined after reviewing the Stockholders’ Agreement carefully that I will waive such right.

Date:
	[Name of Stockholder’s Spouse]

EXHIBIT C

AFFILIATE AGREEMENTS

1. Agilon Health Holdings, Inc. (f/k/a CD&R Vector Topco, Inc.) and Primary Provider Management Company, Inc. have an Employment Agreement, dated September 15, 2016, in place with Manoj Mathew, M.D., who is the owner of Vector Vantage Parent, Inc., Vector Cal Care Parent, Inc. and Vector LAMC Parent Inc., each a California professional corporation.

2. Consulting Agreement, dated July 1, 2016, by and among Agilon Health Holdings, Inc. (f/k/a CD&R Vector Topco, Inc.), Primary Provider Management Co., Inc. and Clayton, Dubilier & Rice, LLC.

3. Indemnification Agreement, dated July 1, 2016, by and among Agilon Health Holdings, Inc. (f/k/a CD&R Vector Topco, Inc.), Agilon Health Intermediate Holdings, Inc. (f/k/a CD&R Vector Midco, Inc.), agilon health, inc. (f/k/a CD&R Vector Parent, Inc.), Primary Provider Management Co., Inc., CD&R Vector Holdings, L.P., Clayton, Dubilier & Rice Fund IX, L.P., Clayton, Dubilier & Rice Fund IX-A, L.P, CD&R Advisor Fund IX, L.P. and Clayton, Dubilier & Rice, LLC.

4. Contribution and Subscription Agreement, dated April 27, 2017, between the Company and COPC Practice Management, LLC.

EXHIBIT D

EXECUTED ADOPTION AGREEMENTS

[see attached]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

“STOCKHOLDER”
COPC PRACTICE MANAGEMENT, LLC
By: Its Manager, Central Ohio Primary Care Physicians, Inc., an Ohio corporation
By:	/s/ J. William Wulf, M.D.
Name:	J. William Wulf, M.D.
Title:	Chief Executive Officer
Address:	570 Polaris Parkway, Suite 250 Westerville, Ohio 43082
Email:	[***]

[Signature Page to Stockholders’ Agreement of Agilon Health Topco, Inc.]

EXECUTION VERSION

Adoption Agreement

This Adoption Agreement (“Adoption Agreement”), dated as of November 7, 2018, is executed by each of the undersigned (each, a “Holder”) pursuant to the terms of that certain Stockholders’ Agreement dated as of April 27, 2017 and as amended pursuant to that Amendment to Stockholders’ Agreement, dated as of the date hereof, by and between the Company and the Majority Holder (as it may be amended from time to time, the “Stockholders’ Agreement”) by and among the Company and certain of its stockholders. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows:

1. Acknowledgment. Holder acknowledges that Holder is acquiring certain shares of the Capital Stock of the Company (the “Stock”), for one of the following reasons (Check the appropriate box):

[ ] as a transferee of Voting Shares from a party in such party’s capacity as an “Stockholder” bound by the Stockholders’ Agreement, and after such transfer, Holder shall be considered a “Stockholder” for all purposes of the Stockholders’ Agreement.

[✓] as a new Stockholder in accordance with Section 16.10 of the Stockholders’ Agreement, in which case Holder will be a “Stockholder” for all purposes of the Stockholders’ Agreement.

2. Agreement. Holder (a) agrees that the Capital Stock acquired by Holder shall be bound by and subject to the terms of the Stockholders’ Agreement, and (b) hereby adopts the Stockholders’ Agreement with the same force and effect as if Holder were originally a Party thereto.

3. Notice. Any notice required or permitted by the Agreement shall be given to Holder at the address listed beside Holder’s signature below.

(Signature Page Follows)

EXECUTED AND DATED as of the date first written above.

HOLDER:

[Executed by Morgan Stanley Investment Management Inc. on behalf of certain funds and accounts]

[Signature Page to Adoption Agreement]

Accepted and Agreed: COMPANY: AGILON HEALTH TOPCO, INC.
By:	/s/ Ravi Sachdev
Name:	Ravi Sachdev
Title:	President

[Signature Page to Adoption Agreement]

EXECUTION VERSION

Adoption Agreement

This Adoption Agreement (“Adoption Agreement”), dated as of January 4, 2019, is executed by each of the undersigned (each, a “Holder”) pursuant to the terms of the Stockholders’ Agreement, by and among the Company and certain of its stockholders, dated as of April 27, 2017, as amended by the Amendment to Stockholders’ Agreement, dated as of November 7, 2018, by and between the Company and the Major Holder and as further amended by the Second Amendment to Stockholders’ Agreement, dated as of the date hereof, by and between the Company and the Major Holder (as it may be amended from time to time, the “Stockholders’ Agreement”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Stockholders’ Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows:

1.    Acknowledgment. Holder acknowledges that Holder is acquiring certain shares of the Capital Stock of the Company (the “Stock”), for one of the following reasons (Check the appropriate box):

☐ as a transferee of Voting Shares from a party in such party’s capacity as an “Stockholder” bound by the Stockholders’ Agreement, and after such transfer, Holder shall be considered a “Stockholder” for all purposes of the Stockholders’ Agreement.

☑ as a new Stockholder in accordance with Section 16.10 of the Stockholders’ Agreement, in which case Holder will be a “Stockholder” for all purposes of the Stockholders’ Agreement.

2.    Agreement. Holder (a) agrees that the Capital Stock acquired by Holder shall be bound by and subject to the terms of the Stockholders’ Agreement, and (b)    hereby adopts the Stockholders’ Agreement with the same force and effect as if Holder were originally a Party thereto.

3.    Notice. Any notice required or permitted by the Agreement shall be given to Holder at the address listed beside Holder’s signature below.

(Signature Page Follows)

EXECUTED AND DATED as of the date first written above.

HOLDERS:
THE NEW ECONOMY FUND
By: Capital Research and Management Company, for and on behalf of The New Economy Fund
By:	/s/ Kenneth R. Gorvetzian

Name: Kenneth R. Gorvetzian

Title:   Authorised Signer

Address:	333 South Hope Street, 55th Floor Los Angeles, California 90071
Attention:	Erik A. Vayntrub
Email:	[***]
with a copy (which shall not constitute notice) to:
c/o Capital Research and Management Company
630 Fifth Avenue, 36th Floor
New York, New York 10111
Attention:	Diana Wagner
Email:	[***]

[Signature Page to Adoption Agreement]

EXECUTED AND DATED as of the date first written above.

HOLDERS:
SMALLCAP WORLD FUND, INC.
By: Capital Research and Management Company, for and on behalf of SMALLCAP World Fund, Inc.
By:	/s/ Kenneth R. Gorvetzian

Name: Kenneth R. Gorvetzian

Title:   Authorised Signer

Address:	333 South Hope Street, 55th Floor Los Angeles, California 90071
Attention:	Erik A. Vayntrub
Email:	[***]
with a copy (which shall not constitute notice) to:
c/o Capital Research and Management Company
630 Fifth Avenue, 36th Floor
New York, New York 10111
Attention:	Diana Wagner
Email:	[***]

[Signature Page to Adoption Agreement]

Accepted and Agreed:
COMPANY:
AGILON HEALTH TOPCO, INC.
By:	/s/ Ravi Sachdev
Name:	Ravi Sachdev
Title:	President

[Signature Page to Adoption Agreement]

EXECUTION VERSION

Adoption Agreement

This Adoption Agreement (“Adoption Agreement”), dated as of November 7, 2019, is executed by the undersigned (the “Holder”) pursuant to the terms of the Stockholders’ Agreement, by and among the Company and certain of its stockholders, dated as of April 27, 2017, as amended by the Company and the Major Holder in the Amendment to Stockholders’ Agreement, dated as of November 7, 2018, the Second Amendment to Stockholders’ Agreement, dated as of January 4, 2019, and the Third Amendment to Stockholders’ Agreement, dated as of the date hereof (as amended by such amendments and as it may be amended from time to time, the “Stockholders’ Agreement”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Stockholders’ Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows:

1.    Acknowledgment. Holder acknowledges that Holder is acquiring certain shares of the Capital Stock of the Company (the “Stock”), for one of the following reasons (Check the appropriate box):

☐  as a transferee of Voting Shares from a party in such party’s capacity as an “Stockholder” bound by the Stockholders’ Agreement, and after such transfer, Holder shall be considered a “Stockholder” for all purposes of the Stockholders’ Agreement.

☑  as a new Stockholder in accordance with Section 16.10 of the Stockholders’ Agreement, in which case Holder will be a “Stockholder” for all purposes of the Stockholders’ Agreement.

2.    Agreement. Holder (a) agrees that the Capital Stock acquired by Holder shall be bound by and subject to the terms of the Stockholders’ Agreement, and (b) hereby adopts the Stockholders’ Agreement with the same force and effect as if Holder were originally a Party thereto.

3.    Notice. Any notice required or permitted by the Agreement shall be given to Holder at the address listed beside Holder’s signature below.

(Signature Page Follows)

EXECUTED AND DATED as of the date first written above.

HOLDER:
ROCK SPRINGS CAPITAL MASTER FUND LP
By:	Rock Springs General Partner LLC, its General Partner
By:	Mark Bussard
	Name:	Mark Bussard
	Title:	Managing Member
	Address:	Rock Springs Capital Master Fund LP 650 South Exeter Street, Suite 1070 Baltimore, MD 21202
	Attention:	General Counsel
	E-mail:	[***]

[Signature Page to Adoption Agreement]

Accepted and Agreed:
COMPANY:
AGILON HEALTH TOPCO, INC.
By:	/s/ Ravi Sachdev
Name: Ravi Sachdev
Title: President

[Signature Page to Adoption Agreement]

EXECUTION VERSION

Adoption Agreement

This Adoption Agreement (“Adoption Agreement”), dated as of November 29, 2019, is executed by each of the undersigned (each, a “Holder”) pursuant to the terms of the Amended and Restated Stockholders’ Agreement, by and among the Company and certain of its stockholders, dated as of the date hereof (as it may be amended from time to time, the “Stockholders’ Agreement”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Stockholders’ Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows:

1.    Acknowledgment. Holder acknowledges that Holder is acquiring certain shares of the Capital Stock of the Company (the “Stock”), for one of the following reasons (Check the appropriate box):

☐  as a transferee of Voting Shares from a party in such party’s capacity as an “Stockholder” bound by the Stockholders’ Agreement, and after such transfer, Holder shall be considered a “Stockholder” for all purposes of the Stockholders’ Agreement.

☑  as a new Stockholder in accordance with Section 17.10 of the Stockholders’ Agreement, in which case Holder will be a “Stockholder” for all purposes of the Stockholders’ Agreement.

2.    Agreement. Holder (a) agrees that the Capital Stock acquired by Holder shall be bound by and subject to the terms of the Stockholders’ Agreement, and (b) hereby adopts the Stockholders’ Agreement with the same force and effect as if Holder were originally a Party thereto.

3.    Notice. Any notice required or permitted by the Stockholders’ Agreement shall be given to Holder at the address listed beside Holder’s signature below.

(Signature Page Follows)

EXECUTED AND DATED as of the date first written above.

HOLDER:
HADLEY HARBOR MASTER INVESTORS (CAYMAN) II L.P.
By:	Wellington Management Company LLP, as investment adviser
By:	/s/ Emily D. Babalas
	Name:     Emily D. Babalas
	Title:       Managing Director and Counsel
Address:
Hadley Harbor Master Investors (Cayman) II L.P. c/o Wellington Management Company LLP Legal and Compliance 280 Congress Street Boston, MA 02210
Attention:   Emily D. Babalas, Managing Director and Counsel
Email:         [***]
with a copy (which shall not constitute notice) to: Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109
Attention:  Jason L. Kropp
E mail:       [***]

[Signature Page to Adoption Agreement]

Accepted and Agreed:
COMPANY:
AGILON HEALTH TOPCO, INC.
By:	/s/ Ravi Sachdev
Name:	Ravi Sachdev
Title:	President

[Signature Page to Adoption Agreement]

EX-10.13.1

Exhibit 10.13.1

EXECUTION VERSION

FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

This First Amendment to the Amended and Restated Stockholders’ Agreement, dated as of December 19, 2019 (this “Amendment”), is entered by and between Agilon Health Topco, Inc., a Delaware corporation (the “Company”) and CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (the “Major Holder”).

WHEREAS, the Company, the Major Holder and the Stockholders are partyto the Amended and Restated Stockholders’ Agreement in respect of the Company, dated November 29, 2019 (as amended from time to time, the “Existing Agreement”);

WHEREAS, Section 17.6 of the Existing Agreement provides that any term of the Existing Agreement may be amended with the written consent of the Company and the Major Holder if such amendment (i) does not materially and disproportionately adversely affect a Stockholder in a materially different manner than all of the other Stockholders and (ii) does not adversely affect any Purchaser; and

WHEREAS, on the date hereof, the Company will enter into an Investment Agreement with the BlackRock Purchaser (as defined in Section 2).

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.     Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.

2.     Amendment to the Existing Agreement. As of the date hereof and effective immediately prior to the effectiveness of the BlackRock Investment Agreement (as defined below):

(a)     Section 1 of the Existing Agreement is hereby amended to delete the definitions for “Investment Agreement,” “Private Placements Financing Round” and “Purchasers” and insert each of the following definitions in alphabetical order:

“‘BlackRock’ shall mean BlackRock Investment Management, LLC or any Affiliate or successor thereof.”

“‘BlackRock Investment Agreement’ shall mean the Investment Agreement, dated as of December 19, 2019, by and between the Company and the BlackRock Purchaser.”

“‘BlackRock Purchaser’ shall mean High Cedar Direct Fund, L.P., a Delaware limited partnership and any permitted transferee from the BlackRock Purchaser.”

“‘Investment Agreements’ shall mean the Morgan Stanley Investment Agreement, the Capital World Investment Agreement, the Rock Springs Investment Agreement, the Wellington Investment Agreement and the BlackRock Investment Agreement.”

‘“Private Placements Financing Round’ shall mean only those issuances of shares of Common Stock pursuant to private placements including and immediately subsequent to the issuance of Common Stock pursuant to the Rock Springs Investment Agreement (“Subsequent Private Placements”), until and only including the first Subsequent Private Placement to the extent and only to the extent to which proceeds from all Subsequent Private Placements total $125,000,000 in the aggregate.”

“‘Purchasers’ shall mean the Morgan Stanley Purchasers, the Capital World Purchasers, the Rock Springs Purchaser, the Wellington Purchaser and the BlackRock Purchaser.”

(b)     Section 6 of the Existing Agreement is hereby amended and restated in its entirety as set forth below:

“Exempt Transfers. Notwithstanding the foregoing, the notice, first refusal and co-sale rights set forth in Section 5 above shall not apply to, (a) in the case the Stockholder or the Major Holder is an entity, any Transfer to its Affiliate, (b) any Transfer by (i) any Morgan Stanley Purchaser or MS Agent, (ii) any Capital World Purchaser, (iii) the Rock Springs Purchaser, (iv) the Wellington Purchaser or (v) the BlackRock Purchaser (each, a “Purchaser Transferor”) on behalf of such Purchaser Transferor, to another fund or account managed, advised or sub-advised by MS Agent (in the case of any Morgan Stanley Purchaser or MS Agent), Capital Research and Management Company (in the case of any Capital World Purchaser), Rock Springs Capital Management LP (in the case of the Rock Springs Purchaser), Wellington (in the case of the Wellington Purchaser) or BlackRock (in the case of the BlackRock Purchaser) or, in the case of each of the foregoing, to an affiliated investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, pursuant to a merger or reorganization of such Purchaser Transferor, (c) any Transfer by any Purchaser Transferor to the Company in accordance with the terms and conditions of the put option in the Morgan Stanley Investment Agreement, Capital World Investment Agreement, Rock Springs Investment Agreement, Wellington Investment Agreement or BlackRock Investment Agreement, as applicable, and (d) in the case the Stockholder is a natural person, any Transfer without consideration to a Stockholder’s ancestors, descendants or spouse or to trusts for the benefit of such persons or the Stockholder, or to any other Person approved by the Board of Directors of the Company; provided, that, in the event of any Transfer made pursuant to such exemption, (A) the Stockholder shall inform the Company and the Major Holder, or the Major Holder shall inform the Company, as applicable, of such Transfer or gift prior to effecting it and (B) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Stockholder hereunder, including without limitation Sections 5, 8 and 9. Capital Stock subject to a Transfer described in this Agreement shall remain “Capital Stock” hereunder, and such pledgee, transferee or donee shall be treated as the “Stockholder” for purposes of this Agreement.”

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(c)     Section 10 of the Existing Agreement is hereby amended and restated in its entirety as set forth below:

“Vote to Increase Authorized Capital Stock” Each Stockholder, other than the Rock Springs Purchaser, the Wellington Purchaser and the BlackRock Purchaser, shall vote or cause to be voted all Voting Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Capital Stock from time to time as requested by the Major Holder.”

3.     Date of Effectiveness; Limited Effect. Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the parties thereto. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part of any Party that would require the waiver or consent of any other party. On and after the date hereof, each reference in the Existing Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Existing Agreement as amended by this Amendment.

4.     Notice to Stockholders. Promptly after the date hereof, the Company shall give written notice of this Amendment to each Stockholder in accordance with Section 17.5 of the Existing Agreement.

5.     Miscellaneous. Sections 17.1, 17.2, 17.3, 17.4, 17.5, 17.6, 17.7, 17.8, 17.9, 17.12, 17.13, 17.15 and 17.16 of the Existing Agreement shall apply to this Amendment mutatis mutandis.

[Remainder of page intentionally left blank]

3

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

THE COMPANY:
AGILON HEALTH TOPCO, INC.
By:	/s/ Ravi Sachdev
	Name:	Ravi Sachdev
	Title:	President

[Signature Page to First Amendment to Amended and Restated Stockholders’ Agreement]

MAJOR HOLDER:
CD&R VECTOR HOLDINGS, L.P.
By: CD&R Investment Associates IX, Ltd., its general partner
By:	/s/ Theresa A. Gore
	Name:	Theresa A. Gore
	Title:	Vice President, Treasurer and Assistant Secretary

[Signature Page to First Amendment to Amended and Restated Stockholders’ Agreement]

EX-10.13.2

Exhibit 10.13.2

Execution Version

SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

This Second Amendment to the Amended and Restated Stockholders’ Agreement, dated as of December 27, 2019 (this “Amendment”), is entered by and between Agilon Health Topco, Inc., a Delaware corporation (the “Company”) and CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (the “Major Holder”).

WHEREAS, the Company, the Major Holder and the Stockholders are party to the Amended and Restated Stockholders’ Agreement in respect of the Company, dated November 29, 2019, as amended by the Company and the Major Holder in the First Amendment to the Amended and Restated Stockholders’ Agreement, dated December 19, 2019 (as amended from time to time, the “Existing Agreement”);

WHEREAS, Section 17.6 of the Existing Agreement provides that any term of the Existing Agreement may be amended with the written consent of the Company and the Major Holder if such amendment (i) does not materially and disproportionately adversely affect a Stockholder in a materially different manner than all of the other Stockholders and (ii) does not adversely affect any Purchaser; and

WHEREAS, on the date hereof, the Company will enter into an Investment Agreement with the Durable Purchaser (as defined in Section 2).

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.     Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.

2.     Amendment to the Existing Agreement. As of the date hereof and effective immediately prior to the effectiveness of the Durable Investment Agreement (as defined below):

(a) Section 1 of the Existing Agreement is hereby amended to delete the definitions for “Investment Agreement” and “Purchasers” and insert each of the following definitions in alphabetical order:

“‘Durable’ shall mean the Durable Purchaser or any successor thereof.”

“‘Durable Investment Agreement’ shall mean the Investment Agreement, dated as of December 27, 2019, by and between the Company and the Durable Purchaser.”

“‘Durable Purchaser’ shall mean Durable Capital Master Fund LP, a Delaware limited partnership and any permitted transferee from the Durable Purchaser.”

“‘Investment Agreements’ shall mean the Morgan Stanley Investment Agreement, the Capital World Investment Agreement, the Rock Springs Investment Agreement, the Wellington Investment Agreement, the BlackRock Investment Agreement and the Durable Investment Agreement.”

“‘Purchasers’ shall mean the Morgan Stanley Purchasers, the Capital World Purchasers, the Rock Springs Purchaser, the Wellington Purchaser, the BlackRock Purchaser and the Durable Purchaser.”

(b) Section 6 of the Existing Agreement is hereby amended and restated in its entirety as set forth below:

“Exempt Transfers. Notwithstanding the foregoing, the notice, first refusal and co-sale rights set forth in Section 5 above shall not apply to, (a) in the case the Stockholder or the Major Holder is an entity, any Transfer to its Affiliate, (b) any Transfer by (i) any Morgan Stanley Purchaser or MS Agent, (ii) any Capital World Purchaser, (iii) the Rock Springs Purchaser, (iv) the Wellington Purchaser, (v) the BlackRock Purchaser, or (vi) the Durable Purchaser (each, a “Purchaser Transferor”) on behalf of such Purchaser Transferor, to another fund or account managed, advised or sub-advised by MS Agent (in the case of any Morgan Stanley Purchaser or MS Agent), Capital Research and Management Company (in the case of any Capital World Purchaser), Rock Springs Capital Management LP (in the case of the Rock Springs Purchaser), Wellington (in the case of the Wellington Purchaser), BlackRock (in the case of the BlackRock Purchaser) or Durable (in the case of the Durable Purchaser) or, in the case of each of the foregoing, to an affiliated investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, pursuant to a merger or reorganization of such Purchaser Transferor, (c) any Transfer by any Purchaser Transferor to the Company in accordance with the terms and conditions of the put option in the Morgan Stanley Investment Agreement, Capital World Investment Agreement, Rock Springs Investment Agreement, Wellington Investment Agreement, BlackRock Investment Agreement or Durable Investment Agreement, as applicable, and (d) in the case the Stockholder is a natural person, any Transfer without consideration to a Stockholder’s ancestors, descendants or spouse or to trusts for the benefit of such persons or the Stockholder, or to any other Person approved by the Board of Directors of the Company; provided, that, in the event of any Transfer made pursuant to such exemption, (A) the Stockholder shall inform the Company and the Major Holder, or the Major Holder shall inform the Company, as applicable, of such Transfer or gift prior to effecting it and (B) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Stockholder hereunder, including without limitation Sections 5, 8 and 9. Capital Stock subject to a Transfer described in this Agreement shall remain “Capital Stock” hereunder, and such pledgee, transferee or donee shall be treated as the “Stockholder” for purposes of this Agreement.”

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(c)     Section 10 of the Existing Agreement is hereby amended and restated in its entirety as set forth below:

“Vote to Increase Authorized Capital Stock” Each Stockholder, other than the Rock Springs Purchaser, the Wellington Purchaser, the BlackRock Purchaser and the Durable Purchaser, shall vote or cause to be voted all Voting Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Capital Stock from time to time as requested by the Major Holder.”

3.     Date of Effectiveness; Limited Effect. Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the parties thereto. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part of any Party that would require the waiver or consent of any other party. On and after the date hereof, each reference in the Existing Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Existing Agreement as amended by this Amendment.

4.     Notice to Stockholders. Promptly after the date hereof, the Company shall give written notice of this Amendment to each Stockholder in accordance with Section 17.5 of the Existing Agreement.

5.     Miscellaneous. Sections 17.1, 17.2, 17.3, 17.4, 17.5, 17.6, 17.7, 17.8, 17.9, 17.12, 17.13, 17.15 and 17.16 of the Existing Agreement shall apply to this Amendment mutatis mutandis.

[Remainder of page intentionally left blank]

3

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

THE COMPANY:
AGILON HEALTH TOPCO, INC.
By:	/s/ Ravi Sachdev
	Name:	Ravi Sachdev
	Title:	President

[Signature Page to Second Amendment to Amended and Restated Stockholders’ Agreement]

MAJOR HOLDER: CD&R VECTOR HOLDINGS, L.P.
By:	CD&R Investment Associates IX, Ltd., its general partner
By:	/s/ Theresa A. Gore
	Name:	Theresa A. Gore
	Title:	Vice President, Treasurer and Assistant Secretary

[Signature Page to Second Amendment to Amended and Restated Stockholders’ Agreement]

EX-10.13.3

Exhibit 10.13.3

EXECUTION VERSION

THIRD AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

This Third Amendment to the Amended and Restated Stockholders’ Agreement, dated as of December 31, 2019 (this “Amendment”), is entered by and between Agilon Health Topco, Inc., a Delaware corporation (the “Company”) and CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (the “Major Holder”).

WHEREAS, the Company, the Major Holder and the Stockholders are party to the Amended and Restated Stockholders’ Agreement in respect of the Company, dated November 29, 2019, as amended by the Company and the Major Holder in the First Amendment to the Amended and Restated Stockholders’ Agreement, dated December 19, 2019 and the Second Amendment to the Amended and Restated Stockholders’ Agreement, dated December 27, 2019 (as amended from time to time, the “Existing Agreement”);

WHEREAS, Section 17.6 of the Existing Agreement provides that any term of the Existing Agreement may be amended with the written consent of the Company and the Major Holder if such amendment (i) does not materially and disproportionately adversely affect a Stockholder in a materially different manner than all of the other Stockholders and (ii) does not adversely affect any Purchaser; and

WHEREAS, on the date hereof, the Company will enter into an Investment Agreement with the SeAH Purchasers (as defined in Section 2).

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.     Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.

2.     Amendment to the Existing Agreement. As of the date hereof and effective immediately prior to the effectiveness of the SeAH Investment Agreement (as defined below):

(a) Section 1 of the Existing Agreement is hereby amended to delete the definitions for “Investment Agreement” and “Purchasers” and insert each of the following definitions in alphabetical order:

“‘Investment Agreements’ shall mean the Morgan Stanley Investment Agreement, the Capital World Investment Agreement, the Rock Springs Investment Agreement, the Wellington Investment Agreement, the BlackRock Investment Agreement, the Durable Investment Agreement and the SeAH Investment Agreement.”

“‘Purchasers’ shall mean the Morgan Stanley Purchasers, the Capital World Purchasers, the Rock Springs Purchaser, the Wellington Purchaser, the BlackRock Purchaser, the Durable Purchaser and the SeAH Purchasers.”

“‘SeAH’ shall mean the SeAH Purchasers or any successor thereof.”

“‘SeAH Investment Agreement’ shall mean the Investment Agreement, dated as of December 31, 2019, by and among the Company and the SeAH Purchasers.”

“‘SeAH Purchasers’ shall mean Purchasers as defined in the SeAH Investment Agreement, and any permitted transferee from any such SeAH Purchaser.”

(b)     Section 6 of the Existing Agreement is hereby amended and restated in its entirety as set forth below:

“Exempt Transfers. Notwithstanding the foregoing, the notice, first refusal and co-sale rights set forth in Section 5 above shall not apply to, (a) in the case the Stockholder or the Major Holder is an entity, any Transfer to its Affiliate, (b) any Transfer by (i) any Morgan Stanley Purchaser or MS Agent, (ii) any Capital World Purchaser, (iii) the Rock Springs Purchaser, (iv) the Wellington Purchaser, (v) the BlackRock Purchaser, (vi) the Durable Purchaser or (vii) any SeAH Purchaser (each, a “Purchaser Transferor”) on behalf of such Purchaser Transferor, to another fund or account managed, advised or sub-advised by MS Agent (in the case of any Morgan Stanley Purchaser or MS Agent), Capital Research and Management Company (in the case of any Capital World Purchaser), Rock Springs Capital Management LP (in the case of the Rock Springs Purchaser), Wellington (in the case of the Wellington Purchaser), BlackRock (in the case of the BlackRock Purchaser), Durable (in the case of the Durable Purchaser) or SeAH (in the case of any SeAH Purchaser) or, in the case of each of the foregoing, to an affiliated investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, pursuant to a merger or reorganization of such Purchaser Transferor, (c) any Transfer by any Purchaser Transferor to the Company in accordance with the terms and conditions of the put option in the Morgan Stanley Investment Agreement, Capital World Investment Agreement, Rock Springs Investment Agreement, Wellington Investment Agreement, BlackRock Investment Agreement, Durable Investment Agreement or SeAH Investment Agreement, as applicable, and (d) in the case the Stockholder is a natural person, any Transfer without consideration to a Stockholder’s ancestors, descendants or spouse or to trusts for the benefit of such persons or the Stockholder, or to any other Person approved by the Board of Directors of the Company; provided, that, in the event of any Transfer made pursuant to such exemption, (A) the Stockholder shall inform the Company and the Major Holder, or the Major Holder shall inform the Company, as applicable, of such Transfer or gift prior to effecting it and (B) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Stockholder hereunder, including without limitation Sections 5, 8 and 9. Capital Stock subject to a Transfer described in this Agreement shall remain “Capital Stock” hereunder, and such pledgee, transferee or donee shall be treated as the “Stockholder” for purposes of this Agreement.”

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(c)     Section 10 of the Existing Agreement is hereby amended and restated in its entirety as set forth below:

“Vote to Increase Authorized Capital Stock” Each Stockholder, other than the Rock Springs Purchaser, the Wellington Purchaser, the BlackRock Purchaser, the Durable Purchaser and the SeAH Purchasers, shall vote or cause to be voted all Voting Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Capital Stock from time to time as requested by the Major Holder.”

3.     Date of Effectiveness; Limited Effect. Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the parties thereto. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part of any Party that would require the waiver or consent of any other party. On and after the date hereof, each reference in the Existing Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Existing Agreement as amended by this Amendment.

4.     Notice to Stockholders. Promptly after the date hereof, the Company shall give written notice of this Amendment to each Stockholder in accordance with Section 17.5 of the Existing Agreement.

5.     Miscellaneous. Sections 17.1, 17.2, 17.3, 17.4, 17.5, 17.6, 17.7, 17.8, 17.9, 17.12, 17.13, 17.15 and 17.16 of the Existing Agreement shall apply to this Amendment mutatis mutandis.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

THE COMPANY:
AGILON HEALTH TOPCO,INC.
By:	/s/ Ravi Sachdev
	Name:	Ravi Sachdev
	Title:	President

[Signature Page to Third Amendment to Amended and Restated Stockholders’ Agreement]

MAJOR HOLDER:
CD&R VECTOR HOLDINGS, L.P.
By: CD&R Investment Associates IX, Ltd., its general partner
By:	/s/ Theresa A. Gore
	Name:	Theresa A. Gore
	Title:	Vice President, Treasurer and Assistant Secretary

[Signature Page to Third Amendment to Amended and Restated Stockholders’ Agreement]

EX-10.13.4

Exhibit 10.13.4

EXECUTION VERSION

FOURTH AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

This Fourth Amendment to the Amended and Restated Stockholders’ Agreement, dated as of January 30, 2020 (this “Amendment”), is entered by and between Agilon Health Topco, Inc., a Delaware corporation (the “Company”) and CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (the “Major Holder”).

WHEREAS, the Company, the Major Holder and the Stockholders are party to the Amended and Restated Stockholders’ Agreement in respect of the Company, dated November 29, 2019, as amended by the Company and the Major Holder in the First Amendment to the Amended and Restated Stockholders’ Agreement, dated December 19, 2019, the Second Amendment to the Amended and Restated Stockholders’ Agreement, dated December 27, 2019 and the Third Amendment to the Amended and Restated Stockholders’ Agreement, dated December 31, 2019 (as amended from time to time, the “Existing Agreement”);

WHEREAS, Section 17.6 of the Existing Agreement provides that any term of the Existing Agreement may be amended with the written consent of the Company and the Major Holder if such amendment (i) does not materially and disproportionately adversely affect a Stockholder in a materially different manner than all of the other Stockholders and (ii) does not adversely affect any Purchaser; and

WHEREAS, on the date hereof, the Company will enter into an Investment Agreement with the Northwestern Purchaser (as defined in Section 2).

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.

2. Amendment to the Existing Agreement. As of the date hereof and effective immediately prior to the effectiveness of the Northwestern Investment Agreement (as defined below):

(a) Section 1 of the Existing Agreement is hereby amended to delete the definitions for “Investment Agreements” and “Purchasers” and insert each of the following definitions in alphabetical order:

“‘Investment Agreements’ shall mean the Morgan Stanley Investment Agreement, the Capital World Investment Agreement, the Rock Springs Investment Agreement, the Wellington Investment Agreement, the BlackRock Investment Agreement, the Durable Investment Agreement, the SeAH Investment Agreement and the Northwestern Investment Agreement.”

“‘Northwestern’ shall mean Northwestern University or any successor thereof.”

“‘Northwestern Investment Agreement’ shall mean the Investment Agreement, dated as of January 30, 2020, by and among the Company and the Northwestern Purchaser.”

“‘Northwestern Purchaser’ shall mean Purchaser as defined in the Northwestern Investment Agreement, and any permitted transferee from the Northwestern Purchaser.”

“‘Purchasers’ shall mean the Morgan Stanley Purchasers, the Capital World Purchasers, the Rock Springs Purchaser, the Wellington Purchaser, the BlackRock Purchaser, the Durable Purchaser, the SeAH Purchasers and the Northwestern Purchaser.”

(b) Section 6 of the Existing Agreement is hereby amended and restated in its entirety as set forth below:

“Exempt Transfers. Notwithstanding the foregoing, the notice, first refusal and co-sale rights set forth in Section 5 above shall not apply to, (a) in the case the Stockholder or the Major Holder is an entity, any Transfer to its Affiliate, (b) any Transfer by (i) any Morgan Stanley Purchaser or MS Agent, (ii) any Capital World Purchaser, (iii) the Rock Springs Purchaser, (iv) the Wellington Purchaser, (v) the BlackRock Purchaser, (vi) the Durable Purchaser, (vii) any SeAH Purchaser or (viii) the Northwestern Purchaser (each, a “Purchaser Transferor”) on behalf of such Purchaser Transferor, to another fund or account managed, advised or sub-advised by MS Agent (in the case of any Morgan Stanley Purchaser or MS Agent), Capital Research and Management Company (in the case of any Capital World Purchaser), Rock Springs Capital Management LP (in the case of the Rock Springs Purchaser), Wellington (in the case of the Wellington Purchaser), BlackRock (in the case of the BlackRock Purchaser), Durable (in the case of the Durable Purchaser), SeAH (in the case of any SeAH Purchaser), Northwestern (in the case of the Northwestern Purchaser) or, in the case of each of the foregoing, to an affiliated investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, pursuant to a merger or reorganization of such Purchaser Transferor, (c) any Transfer by any Purchaser Transferor to the Company in accordance with the terms and conditions of the put option in the Morgan Stanley Investment Agreement, Capital World Investment Agreement, Rock Springs Investment Agreement, Wellington Investment Agreement, BlackRock Investment Agreement, Durable Investment Agreement, SeAH Investment Agreement or Northwestern Investment Agreement, as applicable, and (d) in the case the Stockholder is a natural person, any Transfer without consideration to a Stockholder’s ancestors, descendants or spouse or to trusts for the benefit of such persons or the Stockholder, or to any other Person approved by the Board of Directors of the Company; provided, that, in the event of any Transfer made pursuant to such exemption, (A) the Stockholder shall inform the Company and the Major Holder, or the Major Holder shall inform the Company, as applicable, of such Transfer or gift prior to effecting it and (B) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this

2

Agreement, as if it were an original Stockholder hereunder, including without limitation Sections 5, 8 and 9. Capital Stock subject to a Transfer described in this Agreement shall remain “Capital Stock” hereunder, and such pledgee, transferee or donee shall be treated as the “Stockholder” for purposes of this Agreement.”

(c) Section 10 of the Existing Agreement is hereby amended and restated in its entirety as set forth below:

“Vote to Increase Authorized Capital Stock” Each Stockholder, other than the Rock Springs Purchaser, the Wellington Purchaser, the BlackRock Purchaser, the Durable Purchaser, the SeAH Purchasers and the Northwestern Purchaser, shall vote or cause to be voted all Voting Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Capital Stock from time to time as requested by the Major Holder.”

3. Date of Effectiveness; Limited Effect. Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the parties thereto. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part of any Party that would require the waiver or consent of any other party. On and after the date hereof, each reference in the Existing Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Existing Agreement as amended by this Amendment.

4. Notice to Stockholders. Promptly after the date hereof, the Company shall give written notice of this Amendment to each Stockholder in accordance with Section 17.5 of the Existing Agreement.

5. Miscellaneous. Sections 17.1, 17.2, 17.3, 17.4, 17.5, 17.6, 17.7, 17.8, 17.9, 17.12, 17.13, 17.15 and 17.16 of the Existing Agreement shall apply to this Amendment mutatis mutandis.

[Remainder of page intentionally left blank]

3

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

THE COMPANY: AGILON HEALTH TOPCO, INC.
By:	/s/  Ravi Sachdev
	Name:	Ravi Sachdev
	Title:	President

[Signature Page to Fourth Amendment to Amended and Restated Stockholders’ Agreement]

MAJOR HOLDER: CD&R VECTOR HOLDINGS, L.P.
By:	CD&R Investment Associates IX, Ltd., its general partner
By:	/s/  Theresa A. Gore
	Name:	Theresa A. Gore
	Title:	Vice President, Treasurer and Assistant Secretary

[Signature Page to Fourth Amendment to Amended and Restated Stockholders’ Agreement]

EX-10.13.5

Exhibit 10.13.5

EXECUTION VERSION

FIFTH AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

This Fifth Amendment to the Amended and Restated Stockholders’ Agreement, dated as of February 18, 2020 (this “Amendment”), is entered by and between Agilon Health Topco, Inc., a Delaware corporation (the “Company”) and CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (the “Major Holder”).

WHEREAS, the Company, the Major Holder and the Stockholders are party to the Amended and Restated Stockholders’ Agreement in respect of the Company, dated November 29, 2019, as amended by the Company and the Major Holder in the First Amendment to the Amended and Restated Stockholders’ Agreement, dated December 19, 2019, the Second Amendment to the Amended and Restated Stockholders’ Agreement, dated December 27, 2019, the Third Amendment to the Amended and Restated Stockholders’ Agreement, dated December 31, 2019 and the Fourth Amendment to the Amended and Restated Stockholders’ Agreement, dated January 30, 2020 (as amended from time to time, the “Existing Agreement”);

WHEREAS, Section 17.6 of the Existing Agreement provides that any term of the Existing Agreement may be amended with the written consent of the Company and the Major Holder if such amendment (i) does not materially and disproportionately adversely affect a Stockholder in a materially different manner than all of the other Stockholders and (ii) does not adversely affect any Purchaser; and

WHEREAS, on the date hereof, the Company will enter into an Investment Agreement with the Zurich Purchasers (as defined in Section 2).

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.

2. Amendment to the Existing Agreement. As of the date hereof and effective immediately prior to the effectiveness of the Zurich Investment Agreement (as defined below):

(a) Section 1 of the Existing Agreement is hereby amended to delete the definitions for “Investment Agreements” and “Purchasers” and insert each of the following definitions in alphabetical order:

“‘Investment Agreements’ shall mean the Morgan Stanley Investment Agreement, the Capital World Investment Agreement, the Rock Springs Investment Agreement, the Wellington Investment Agreement, the BlackRock Investment Agreement, the Durable Investment Agreement, the SeAH Investment Agreement, the Northwestern Investment Agreement and the Zurich Investment Agreement.”

“‘Purchasers’ shall mean the Morgan Stanley Purchasers, the Capital World Purchasers, the Rock Springs Purchaser, the Wellington Purchaser, the BlackRock Purchaser, the Durable Purchaser, the SeAH Purchasers, the Northwestern Purchaser and the Zurich Purchasers.”

“‘Zurich’ shall mean Zurich Alternative Asset Management, LLC or any Affiliate or successor thereof.”

“‘Zurich Investment Agreement’ shall mean the Investment Agreement, dated as of February 18, 2020, by and among the Company and the Zurich Purchasers.”

“‘Zurich Purchasers’ shall mean Purchasers as defined in the Zurich Investment Agreement, and any permitted transferee from any such Zurich Purchaser.”

(b) Section 6 of the Existing Agreement is hereby amended and restated in its entirety as set forth below:

“Exempt Transfers. Notwithstanding the foregoing, the notice, first refusal and co-sale rights set forth in Section 5 above shall not apply to, (a) in the case the Stockholder or the Major Holder is an entity, any Transfer to its Affiliate, (b) any Transfer by (i) any Morgan Stanley Purchaser or MS Agent, (ii) any Capital World Purchaser, (iii) the Rock Springs Purchaser, (iv) the Wellington Purchaser, (v) the BlackRock Purchaser, (vi) the Durable Purchaser, (vii) any SeAH Purchaser, (viii) the Northwestern Purchaser or (ix) any Zurich Purchaser (each, a “Purchaser Transferor”) on behalf of such Purchaser Transferor, to another fund or account managed, advised or sub-advised by MS Agent (in the case of any Morgan Stanley Purchaser or MS Agent), Capital Research and Management Company (in the case of any Capital World Purchaser), Rock Springs Capital Management LP (in the case of the Rock Springs Purchaser), Wellington (in the case of the Wellington Purchaser), BlackRock (in the case of the BlackRock Purchaser), Durable (in the case of the Durable Purchaser), SeAH (in the case of any SeAH Purchaser), Northwestern (in the case of the Northwestern Purchaser) or Zurich (in the case of any Zurich Purchaser) or, in the case of each of the foregoing, to an affiliated investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, pursuant to a merger or reorganization of such Purchaser Transferor, (c) any Transfer by any Purchaser Transferor to the Company in accordance with the terms and conditions of the put option in the Morgan Stanley Investment Agreement, Capital World Investment Agreement, Rock Springs Investment Agreement, Wellington Investment Agreement, BlackRock Investment Agreement, Durable Investment Agreement, SeAH Investment Agreement, Northwestern Investment Agreement or Zurich Investment Agreement, as applicable, and (d) in the case the Stockholder is a natural person, any Transfer without consideration to a Stockholder’s ancestors, descendants or spouse or to trusts for the benefit of such persons or the Stockholder, or to any other Person approved by the Board of Directors of the Company; provided, that, in the event of any Transfer made pursuant to such exemption, (A) the Stockholder shall inform the Company and the Major Holder, or the Major Holder shall inform the Company, as applicable, of such Transfer or gift prior to effecting it and (B) the transferee shall enter into a

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written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Stockholder hereunder, including without limitation Sections 5, 8 and 9. Capital Stock subject to a Transfer described in this Agreement shall remain “Capital Stock” hereunder, and such pledgee, transferee or donee shall be treated as the “Stockholder” for purposes of this Agreement.”

(c) Section 10 of the Existing Agreement is hereby amended and restated in its entirety as set forth below:

“Vote to Increase Authorized Capital Stock” Each Stockholder, other than the Rock Springs Purchaser, the Wellington Purchaser, the BlackRock Purchaser, the Durable Purchaser, the SeAH Purchasers, the Northwestern Purchaser and the Zurich Purchasers, shall vote or cause to be voted all Voting Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Capital Stock from time to time as requested by the Major Holder.”

3. Date of Effectiveness; Limited Effect. Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the parties thereto. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part of any Party that would require the waiver or consent of any other party. On and after the date hereof, each reference in the Existing Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Existing Agreement as amended by this Amendment.

4. Notice to Stockholders. Promptly after the date hereof, the Company shall give written notice of this Amendment to each Stockholder in accordance with Section 17.5 of the Existing Agreement.

5. Miscellaneous. Sections 17.1, 17.2, 17.3, 17.4, 17.5, 17.6, 17.7, 17.8, 17.9, 17.12, 17.13, 17.15 and 17.16 of the Existing Agreement shall apply to this Amendment mutatis mutandis.

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

THE COMPANY:
AGILON HEALTH TOPCO, INC.
By:	/s/  Ravi Sachdev
	Name:	Ravi Sachdev
	Title:	President

[Signature Page to Fifth Amendment to Amended and Restated Stockholders’ Agreement]

MAJOR HOLDER:
CD&R VECTOR HOLDINGS, L.P.
By:	CD&R Investment Associates IX, Ltd.,
	its general partner
By:	/s/  Theresa A. Gore
	Name:	Theresa A. Gore
	Title:	Vice President, Treasurer and Assistant Secretary

[Signature Page to Fifth Amendment to Amended and Restated Stockholders’ Agreement]

EX-10.13.6

Exhibit 10.13.6

EXECUTION VERSION

SIXTH AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

This Sixth Amendment to the Amended and Restated Stockholders’ Agreement, dated as of March 4, 2020 (this “Amendment”), is entered by and between Agilon Health Topco, Inc., a Delaware corporation (the “Company”) and CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (the “Major Holder”).

WHEREAS, the Company, the Major Holder and the Stockholders are party to the Amended and Restated Stockholders’ Agreement in respect of the Company, dated November 29, 2019, as amended by the Company and the Major Holder in the First Amendment to the Amended and Restated Stockholders’ Agreement, dated December 19, 2019, the Second Amendment to the Amended and Restated Stockholders’ Agreement, dated December 27, 2019, the Third Amendment to the Amended and Restated Stockholders’ Agreement, dated December 31, 2019, the Fourth Amendment to the Amended and Restated Stockholders’ Agreement, dated January 30, 2020 and the Fifth Amendment to the Amended and Restated Stockholders’ Agreement, dated February 18, 2020 (as amended from time to time, the “Existing Agreement”);

WHEREAS, Section 17.6 of the Existing Agreement provides that any term of the Existing Agreement may be amended with the written consent of the Company and the Major Holder if such amendment (i) does not materially and disproportionately adversely affect a Stockholder in a materially different manner than all of the other Stockholders and (ii) does not adversely affect any Purchaser; and

WHEREAS, on the date hereof, the Company will enter into an Investment Agreement with the Capital World Purchasers (as defined in Section 2).

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.

2. Amendment to the Existing Agreement. As of the date hereof and effective immediately prior to the effectiveness of the Zurich Investment Agreement (as defined below):

(a) Section 1 of the Existing Agreement is hereby amended to delete the definitions for “Capital World Investment Agreement,” “Capital World Purchasers” and “Investment Agreements” and insert each of the following definitions in alphabetical order:

“‘Capital World’ shall mean Capital Research and Management Company or any Affiliate or successor thereof.”

“‘Capital World Investment Agreements’ shall mean the Investment Agreements, dated as of January 4, 2019 and March 4, 2020, by and among the Company and the Capital World Purchasers.”

“‘Capital World Purchasers’ shall mean Purchasers as defined in the respective Capital World Investment Agreements, and any permitted transferee from any such Capital World Purchaser.”

“‘Investment Agreements’ shall mean the Morgan Stanley Investment Agreement, the Capital World Investment Agreements, the Rock Springs Investment Agreement, the Wellington Investment Agreement, the BlackRock Investment Agreement, the Durable Investment Agreement, the SeAH Investment Agreement, the Northwestern Investment Agreement and the Zurich Investment Agreement.”

(b) Section 6 of the Existing Agreement is hereby amended and restated in its entirety as set forth below:

“Exempt Transfers. Notwithstanding the foregoing, the notice, first refusal and co-sale rights set forth in Section 5 above shall not apply to, (a) in the case the Stockholder or the Major Holder is an entity, any Transfer to its Affiliate, (b) any Transfer by (i) any Morgan Stanley Purchaser or MS Agent, (ii) any Capital World Purchaser, (iii) the Rock Springs Purchaser, (iv) the Wellington Purchaser, (v) the BlackRock Purchaser, (vi) the Durable Purchaser, (vii) any SeAH Purchaser, (viii) the Northwestern Purchaser or (ix) any Zurich Purchaser (each, a “Purchaser Transferor”) on behalf of such Purchaser Transferor, to another fund or account managed, advised or sub-advised by MS Agent (in the case of any Morgan Stanley Purchaser or MS Agent), Capital World (in the case of any Capital World Purchaser), Rock Springs Capital Management LP (in the case of the Rock Springs Purchaser), Wellington (in the case of the Wellington Purchaser), BlackRock (in the case of the BlackRock Purchaser), Durable (in the case of the Durable Purchaser), SeAH (in the case of any SeAH Purchaser), Northwestern (in the case of the Northwestern Purchaser) or Zurich (in the case of any Zurich Purchaser) or, in the case of each of the foregoing, to an affiliated investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, pursuant to a merger or reorganization of such Purchaser Transferor, (c) any Transfer by any Purchaser Transferor to the Company in accordance with the terms and conditions of the put option in the Morgan Stanley Investment Agreement, Capital World Investment Agreements, Rock Springs Investment Agreement, Wellington Investment Agreement, BlackRock Investment Agreement, Durable Investment Agreement, SeAH Investment Agreement, Northwestern Investment Agreement or Zurich Investment Agreement, as applicable, and (d) in the case the Stockholder is a natural person, any Transfer without consideration to a Stockholder’s ancestors, descendants or spouse or to trusts for the benefit of such persons or the Stockholder, or to any other Person approved by the Board of Directors of the Company; provided, that, in the event of any Transfer made pursuant to such exemption, (A) the Stockholder shall inform the Company and the Major Holder, or the Major Holder shall inform the Company, as applicable, of such Transfer or gift prior to effecting it and (B) the transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Stockholder hereunder, including without limitation Sections 5, 8 and 9.

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Capital Stock subject to a Transfer described in this Agreement shall remain “Capital Stock” hereunder, and such pledgee, transferee or donee shall be treated as the “Stockholder” for purposes of this Agreement.”

(c) Section 10 of the Existing Agreement is hereby amended and restated in its entirety as set forth below:

“Vote to Increase Authorized Capital Stock” Each Stockholder, other than the Capital World Purchasers, the Rock Springs Purchaser, the Wellington Purchaser, the BlackRock Purchaser, the Durable Purchaser, the SeAH Purchasers, the Northwestern Purchaser and the Zurich Purchasers, shall vote or cause to be voted all Voting Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Capital Stock from time to time as requested by the Major Holder.”

3. Date of Effectiveness; Limited Effect. Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the parties thereto. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part of any Party that would require the waiver or consent of any other party. On and after the date hereof, each reference in the Existing Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Existing Agreement as amended by this Amendment.

4. Notice to Stockholders. Promptly after the date hereof, the Company shall give written notice of this Amendment to each Stockholder in accordance with Section 17.5 of the Existing Agreement.

5. Miscellaneous. Sections 17.1, 17.2, 17.3, 17.4, 17.5, 17.6, 17.7, 17.8, 17.9, 17.12, 17.13, 17.15 and 17.16 of the Existing Agreement shall apply to this Amendment mutatis mutandis.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

THE COMPANY:
AGILON HEALTH TOPCO, INC.
By:	/s/  Ravi Sachdev
	Name: Ravi Sachdev Title: President

[Signature Page to Sixth Amendment to the Amended and Restated Stockholders’ Agreement of Agilon Health Topco, Inc.]

MAJOR HOLDER:
CD&R VECTOR HOLDINGS, L.P.
By: CD&R Investment Associates IX, Ltd., its general partner
By:	/s/  Theresa A. Gore
	Name: Theresa A. Gore Title: Vice President, Treasurer and Assistant Secretary

[Signature Page to Sixth Amendment to the Amended and Restated Stockholders’ Agreement of Agilon Health Topco, Inc.]

EX-10.15

Exhibit 10.15

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 7th day of November, 2018, by and among Agilon Health Topco, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, acting by and through one of Morgan Stanley Investment Management Inc. or Morgan Stanley Investment Management Ltd., as agent and investment adviser to the Investors (each, an “Agent”).

RECITALS

WHEREAS, the Company and the Investors are parties to that certain Investment Agreement of even date herewith (the “Investment Agreement”); and

WHEREAS, in order to induce the Investors to invest funds in the Company pursuant to the Investment Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common Stock issuable to the Investors, and shall govern certain other matters as set forth in this Agreement;

NOW, THEREFORE, the parties hereby agree as follows:

1. Definitions. For purposes of this Agreement:

1.1 “Advisor” means an investment advisor registered under the Investment Adviser’s Act of 1940, as amended.

1.2 “Advisory Client” means a mutual fund, pension fund, separate account or other pooled investment vehicle.

1.3 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such Person.

1.4 “Board of Directors” means the board of directors of the Company.

1.5 “Common Stock” means shares of the Company’s common stock, par value $0.01 per share.

1.6 “Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or

alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

1.7 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.8 “Excluded Registration” means (i) a registration relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

1.9 “Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

1.10 “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other documents filed by the Company with the SEC.

1.11 “Holder” means any holder of Registrable Securities who is an Investor.

1.12 “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.

1.13 “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.

1.14 “IPO” means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

1.15 “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

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1.16 “Preferred Stock” means shares of the Company’s preferred stock, regardless of series.

1.17 “Registrable Securities” means (i) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors on or after the date hereof; and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clause (i) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 3.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.11 of this Agreement.

1.18 “Registrable Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

1.19 “SEC” means the Securities and Exchange Commission.

1.20 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

1.21 “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

1.22 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.23 “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.

2. Registration Rights. The Company covenants and agrees as follows:

2.1 Demand Registration.

(a) [Reserved].

(b) Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from one or more Holders holding, in the aggregate, at least 260,000 Registrable Securities (which number shall be adjusted to reflect any consolidation, sub-division, conversion or similar event affecting the Registrable Securities after the date hereof) then outstanding that the Company file a Form S-3 registration statement

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with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing for a period of not more than sixty (60) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period other than an Excluded Registration.

2.2 Company Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within five (5) business days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.

2.3 Underwriting Requirements.

(a) If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be

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selected by the Initiating Holders, subject only to the reasonable approval of the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.

(b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders.

2.4 Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one

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hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to ninety (90) additional days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold;

(b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

(d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering; provided that the Company shall not be required to obtain a legal opinion or comfort letter with respect to an underwritten public offering with proceeds of less than $20 million;

(f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on the New York Stock Exchange or a similar national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(h) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of

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the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(i) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act.

2.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

2.6 Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

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2.7 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

2.8 Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

(b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Person selling securities in such registration statement, and any controlling Person of any such underwriter or other Person, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.

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(c) Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Subsection 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Subsection 2.8.

(d) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.

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(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.

2.9 Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:

(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO;

(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies) and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

2.10 “Market Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the first registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common

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Stock held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Subsection 2.10 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company obtains a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Subsection 2.10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 2.10 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements.

2.11 Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the second anniversary of the IPO.

3. Miscellaneous.

3.1 Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder or Agent, on behalf of such Holder, to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii) is another Advisory Client advised by Agent or an affiliated Advisor; provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

3.2 Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

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3.3 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

3.4 Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

3.5 Notices.

(a) All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the attention of Ronald Kuerbitz at One World Trade Center, Suite 2050, Long Beach, CA 90831, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection 3.5. If notice is given to the Company, a copy shall also be sent to Paul Rodel and Christopher Anthony, c/o Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022 and if notice is given to Stockholders, a copy shall also be given to David Felsenthal, c/o Clifford Chance US LLP, 31 West 52^nd Street, New York, New York 10019.

(b) Consent to Electronic Notice. Each Investor consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address or the facsimile number set forth below such Investor’s name on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books of the Company. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected electronic mail address has been provided, and such attempted Electronic Notice shall be ineffective and deemed to not have been given. Each Investor agrees to promptly notify the Company of any change in such stockholder’s electronic mail address, and that failure to do so shall not affect the foregoing.

3.6 Amendments and Waivers. Any term of this Agreement may be amended, modified or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and each Investor; provided that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, Schedule A hereto may be amended by the

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Company from time to time to add transferees of any Registrable Securities in compliance with the terms of this Agreement without the consent of the other parties; and Schedule A hereto may also be amended by the Company after the date of this Agreement without the consent of the other parties to add information regarding any additional Investor who becomes a party to this Agreement in accordance with Subsection 3.9. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

3.7 Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

3.8 Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates and Advisory Clients advised by the same Advisor, shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

3.9 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s securities after the date hereof to any Affiliate of any Holder or Advisory Client advised by Agent or an affiliated Advisor, any such purchaser may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.

3.10 Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

3.11 Dispute Resolution; Costs; Waivers. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware, and any appellate court thereof, for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the above-named courts, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

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Each party will bear its own costs in respect of any disputes arising under this Agreement. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the District of Delaware or any court of the State of Delaware having subject matter jurisdiction.

EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAVIES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

3.12 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

THE COMPANY:
AGILON HEALTH TOPCO, INC.
By:	/s/ Ravi Sachdev
	Name: Ravi Sachdev
	Titie: President

SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

INVESTOR:

[Executed by Morgan Stanley Investment Management Inc. on behalf of certain funds and accounts]

SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

EX-10.16

Exhibit 10.16

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of January 4, 2019, by and among Agilon Health Topco, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.

RECITALS

WHEREAS, the Company and the Investors are parties to that certain Investment Agreement of even date herewith (the “Investment Agreement”); and

WHEREAS, in order to induce the Investors to invest funds in the Company pursuant to the Investment Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common Stock issuable to the Investors, and shall govern certain other matters as set forth in this Agreement;

NOW, THEREFORE, the parties hereby agree as follows:

1. Definitions. For purposes of this Agreement:

1.1 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such Person.

1.2 “Agreement” has the meaning set forth in the preamble.

1.3 “Board of Directors” means the board of directors of the Company.

1.4 “Common Stock” means shares of the Company’s common stock, par value $0.01 per share.

1.5 “Company” has the meaning set forth in the preamble.

1.6 “Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements

therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

1.7 “Demand Notice” has the meaning set forth in Subsection 2.1(b).

1.8 “DGCL” has the meaning set forth in Subsection 3.5(b).

1.9 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.10 “Excluded Registration” means (i) a registration relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

1.11 “Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

1.12 “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other documents filed by the Company with the SEC.

1.13 “Holder” means any holder of Registrable Securities who is an Investor.

1.14 “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.

1.15 “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.

1.16 “Investment Agreement” has the meaning set forth in the recitals.

1.17 “Investor” has the meaning set forth in the preamble.

1.18 “IPO” means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

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1.19 “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

1.20 “Preferred Stock” means shares of the Company’s preferred stock, regardless of series.

1.21 “Registrable Securities” means (i) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors on or after the date hereof; and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clause (i) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 3.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.11 of this Agreement.

1.22 “Registrable Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

1.23 “SEC” means the Securities and Exchange Commission.

1.24 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

1.25 “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

1.26 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.27 “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.

1.28 “Selling Holder Counsel” has the meaning set forth in Subsection 2.6.

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2. Registration Rights. The Company covenants and agrees as follows:

2.1 Demand Registration.

(a) [Reserved].

(b) Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from one or more Holders holding, in the aggregate, at least 190,000 Registrable Securities (which number shall be adjusted to reflect any consolidation, sub-division, conversion or similar event affecting the Registrable Securities after the date hereof) then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 million, then the Company shall (i) within ten (10) days after the date such request is given, give a written notice (a “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing for a period of not more than sixty (60) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period other than an Excluded Registration.

2.2 Company Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within five (5) business days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the

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Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.

2.3 Underwriting Requirements.

(a) If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Initiating Holders, subject only to the reasonable approval of the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.

(b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less

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than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders.

2.4 Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to ninety (90) additional days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold;

(b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

(d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering; provided that the Company shall not be required to obtain a legal opinion or comfort letter with respect to an underwritten public offering with proceeds of less than $20 million;

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(f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on the New York Stock Exchange or a similar national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(h) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(i) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act.

2.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

2.6 Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of

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any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsection 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

2.7 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

2.8 Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

(b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Person selling securities in such registration statement, and any controlling Person of any such underwriter or other Person, against any Damages, in each case only to the extent that such Damages arise out of or

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are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.

(c) Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Subsection 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Subsection 2.8.

(d) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or

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other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.

2.9 Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:

(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO;

(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO),

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the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies) and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

2.10 “Market Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the first registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Subsection 2.10 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company obtains a similar agreement from all stockholders individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Subsection 2.10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 2.10 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements.

2.11 Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the second anniversary of the IPO.

3. Miscellaneous.

3.1 Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder, on behalf of such Holder, to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; or (ii) is a Holder’s

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Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

3.2 Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

3.3 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

3.4 Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

3.5 Notices.

(a) All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the attention of Ronald Kuerbitz at One World Trade Center, Suite 2050, Long Beach, CA 90831, in the case of the Company, or to such email address or address as subsequently modified by written notice given in accordance with this Subsection 3.5. If notice is given to the Company, a copy shall also be sent to Paul Rodel and Christopher Anthony, c/o Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022 and if notice is given to Investors, a copy (which shall not constitute notice) shall also be given to Diana Wagner, c/o Capital Research and Management Company, 630 Fifth Avenue, 36th Floor, New York, New York 10111.

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(b) Consent to Electronic Notice. Each Investor consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address set forth below such Investor’s name on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books of the Company. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected electronic mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each Investor agrees to promptly notify the Company of any change in such Investor’s electronic mail address, and that failure to do so shall not affect the foregoing.

3.6 Amendments and Waivers. Any term of this Agreement may be amended, modified or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and each Investor; provided that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, Schedule A hereto may be amended by the Company from time to time to add transferees of any Registrable Securities in compliance with the terms of this Agreement without the consent of the other parties; and Schedule A hereto may also be amended by the Company after the date of this Agreement without the consent of the other parties to add information regarding any additional Investor who becomes a party to this Agreement in accordance with Subsection 3.9. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

3.7 Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

3.8 Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

3.9 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s securities after the date hereof to any Affiliate of any Holder, any such purchaser may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.

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3.10 Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

3.11 Dispute Resolution; Costs; Waivers. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware, and any appellate court thereof, for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the above-named courts, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

Each party will bear its own costs in respect of any disputes arising under this Agreement. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the District of Delaware or any court of the State of Delaware having subject matter jurisdiction.

EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAVIES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

3.12 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

THE COMPANY:
AGILON HEALTH TOPCO, INC
By:	/s/  Ravi Sachdev
	Name:	Ravi Sachdev
	Title:	President

[Signature Page to Registration Rights Agreement]

INVESTORS: THE NEW ECONOMY FUND
By:	Capital Research and Management Company, for and on behalf of The New Economy Fund
By:	/s/  Kenneth R. Gorvetzian
	Name: Kenneth R. Gorvetzian
	Title:   Authorized Signer
SMALLCAP WORLD FUND, INC.
By:	Capital Research and Management Company, for and on behalf of SMALLCAP World Fund, Inc.
By:	/s/  Kenneth R. Gorvetzian
	Name: Kenneth R. Gorvetzian
	Title:   Authorized Signer

[Signature Page to Registration Rights Agreement]

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EX-10.16.1

Exhibit 10.16.1

EXECUTION VERSION

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

This First Amendment to the Registration Rights Agreement, dated as of March 4, 2020 (this “Amendment”), is entered by and among Agilon Health Topco, Inc., a Delaware corporation (the “Company”), and each entity listed on Schedule A to the Agreement (as defined below) (each, an “Investor”).

WHEREAS, the Company and each Investor are parties to the Registration Rights Agreement, dated January 4, 2019 (as amended from time to time, the “Agreement”); and

WHEREAS, in order to induce each Investor to invest additional funds in the Company pursuant to the Investment Agreement entered into by and among the Company and each Investor, dated March 4, 2020, the Company and each Investor agree that the Agreement shall be amended to provide each Investor with the terms and conditions provided to other investors participating in the same financing round.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Agreement.

2. Amendments to the Agreement. Effective as of the date hereof:

(a) Section 1 of the Agreement is hereby amended to delete the definitions for “Affiliate” and “Investment Agreement” and insert each of the following definitions in alphabetical order:

“‘Affiliate’ means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer, director or trustee of such Person, or any venture capital or other investment fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such Person.”

“‘Carve-out Parties’ has the meaning set forth in Subsection 2.10.”

“‘Contract’ means any legally binding contract, indenture, note, bond, lease, license, instrument, agreement, mortgage, option, warranty, purchase order, insurance policy or benefit plan, or other commitment, whether written or oral.”

“‘Investment Agreements’ means the Investment Agreements, dated January 4, 2019 and March 4, 2020, by and among the Company and each Investor.”

“‘Investors’ means each Investor and any other party that becomes an Investor in accordance with Subsection 3.9 hereof.”

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“‘Law’ means any U.S. federal, state, local or non-U.S. statute, law, ordinance, regulation, rule, code, order or other requirement or rule of law (including common law).”

(b) Subsection 2.1(b) of the Agreement is hereby amended and restated in its entirety as set forth below:

“Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from one or more Holders holding, in the aggregate, at least 210,000 Registrable Securities (which number shall be appropriately adjusted to reflect any consolidation, sub-division, conversion or similar event affecting the Registrable Securities after the date hereof) then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1 million, then the Company shall (i) within ten (10) days after the date such request is given, give a written notice (a “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.”

(c) Subsection 2.10 of the Agreement is hereby amended and restated in its entirety as set forth below:

“‘Market Stand off’ Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the first registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Subsection 2.10 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders

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only if all officers and directors are subject to the same restrictions and the Company (i) uses commercially reasonable efforts to obtain a similar agreement with respect to shares registered to Gerry Ibanez or his successors (collectively, the “Carve-out Parties”) and (ii) obtains a similar agreement from all stockholders (other than the Carve-out Parties) individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third party beneficiaries of this Subsection 2.10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 2.10 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements.”

(d) Subsection 3.5(a) of the Agreement is hereby amended to delete the words “the respective parties at their address” and replace them with the words “an Investor at such Investor’s address.”

(e) Subsection 3.5(b) of the Agreement is hereby amended to delete the words “the Schedules” and replace them with the words “Schedule A.”

(f) Subsection 3.9 of the Agreement is hereby amended to delete the words “the Investors” and replace them with the words “an existing Investor.”

3. Date of Effectiveness; Limited Effect. Except as expressly provided in this Amendment, all of the terms and provisions of the Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the parties thereto. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Agreement or as a waiver of or consent to any further or future action on the part of any Party that would require the waiver or consent of any other party. On and after the date hereof, each reference in the Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Agreement as amended by this Amendment.

4. Miscellaneous. Subsections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.10, 3.11 and 3.12 of the Agreement shall apply to this Amendment mutatis mutandis.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

THE COMPANY:
AGILON HEALTH TOPCO, INC.
By:	/s/  Ravi Sachdev
	Name:	Ravi Sachdev
	Title:	President

[Signature Page to First Amendment to the Registration Rights Agreement]

INVESTORS:
THE NEW ECONOMY FUND
By:	Capital Research and Management Company, for and on behalf of The New Economy Fund
By:	/s/  Michael J. Triessl
	Name:	Michael J. Triessl
	Title:	Authorized Signer

SMALLCAP WORLD FUND, INC.
By:	Capital Research and Management Company, for and on behalf of SMALLCAP World Fund, Inc.
By:	/s/  Michael J. Triessl
	Name:	Michael J. Triessl
	Title:	Authorized Signer

[Signature Page to First Amendment to the Registration Rights Agreement]

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EX-10.16.2

Exhibit 10.16.2

Execution Version

SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

This Second Amendment, dated as of July 7, 2020 (this “Amendment”), to the Registration Rights Agreement (as defined below) is entered into by and between Agilon Health Topco, Inc., a Delaware corporation (the “Company”), and each entity listed on Schedule A to the Agreement (as defined below) (each, an “Investor” and collectively, the “Investors”).

WHEREAS, the Company and the Investors are parties to the Registration Rights Agreement, dated January 4, 2019, as amended by the First Amendment to the Registration Rights Agreement, dated March 4, 2020 (as amended from time to time, the “Registration Rights Agreement”), and an Investment Agreement, dated March 4, 2020 (as amended from time to time, the “Investment Agreement”);

WHEREAS, pursuant to Section 6.3 of the Investment Agreement, in the event that the Company issues any additional securities in the Current Financing Round (as defined in the Investment Agreement), each Investor shall be entitled to any additional or special rights provided to a purchaser receiving such securities if any such right is not provided to such Investor pursuant to the Investment Agreement or any other agreement between the Company and such Investor (the “MFN Rights”);

WHEREAS, the Investors have requested to receive certain MFN Rights related to the Company’s issuance of additional securities to certain other investors during the Current Financing Round, which concluded on March 4, 2020; and

WHEREAS, the Company and the Investors desire to amend the Registration Rights Agreement to reflect the MFN Rights set forth herein requested by the Investors.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Registration Rights Agreement.

2. Amendments to the Registration Rights Agreement. Effective as of the date hereof, Subsection 3.11 of the Registration Rights Agreement is hereby amended by deleting the word “WAVIES” in the first sentence of the third paragraph of such Subsection and substituting in lieu thereof “WAIVES”.

3. No Further MFN Rights. The Company and the Investors agree that (i) entry into this Amendment represents the entirety of the Company’s obligations under Section 6.3 of the Investment Agreement, (ii) following the execution of this Amendment, the Investors shall have no further rights pursuant to Section 6.3 of the Investment Agreement and (iii) the Company is hereby released from any further obligations under Section 6.3 of the Investment Agreement.

4. Date of Effectiveness; Limited Effect. This Amendment shall become effective as of the date first written above. Except as expressly provided in this Amendment, all of the terms and provisions of the Registration Rights Agreement are and will remain in full force and

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effect and are hereby ratified and confirmed by the parties thereto. On and after the date hereof, each reference in the Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Registration Rights Agreement as amended by this Amendment.

5. Miscellaneous. Subsections 3.1 (Successors and Assigns), 3.2 (Governing Law), 3.3 (Counterparts), 3.4 (Titles and Subtitles), 3.5 (Notices), 3.6 (Amendments and Waivers), 3.7 (Severability), 3.10 (Entire Agreement), 3.11 (Dispute Resolution; Costs; Waivers) (as amended by this Amendment) and 3.12 (Delays or Omissions) of the Registration Rights Agreement shall apply to this Amendment mutatis mutandis.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

THE COMPANY:
AGILON HEALTH TOPCO, INC.
By:	/s/  Kenneth Bellendir
	Name:	Kenneth Bellendir
	Title:	Vice President & Secretary

[Signature Page to Second Amendment to the Registration Rights Agreement]

INVESTORS: THE NEW ECONOMY FUND
By:	Capital Research and Management Company, for and on behalf of The New Economy Fund
By:	/s/  Michael J. Triessl
	Name:	Michael J. Triessl
	Title:	Authorized Signatory
SMALLCAP WORLD FUND, INC.
By:	Capital Research and Management Company, for and on behalf of SMALLCAP World Fund, Inc.
By:	/s/  Michael J. Triessl
	Name:	Michael J. Triessl
	Title:	Authorized Signatory

[Signature Page to Second Amendment to the Registration Rights Agreement]

EX-10.17

Exhibit 10.17

EXECUTION VERSION

INVESTMENT AGREEMENT

dated as of November 7, 2018

by and among

AGILON HEALTH TOPCO, INC.

as the Company

and

EACH ENTITY LISTED ON EXHIBIT A HERETO

as a Purchaser

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS
1.1	Definitions	1
	ARTICLE II
	SALE AND ISSUANCE OF SHARES
2.1	Sale and Issuance of Shares	7
2.2	Closing	7
	ARTICLE III
	REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.1	Organization, Authority; Binding Agreement	8
3.2	Capitalization	8
3.3	No Conflicts	9
3.4	Litigation	9
3.5	Financial Statements	9
3.6	Brokers and Finders	10
3.7	Stockholders’ Agreement Amendment	10
3.8	No Other Representations and Warranties	10
	ARTICLE IV
	REPRESENTATIONS AND WARRANTIES OF PURCHASERS
4.1	Organization; Authority; Binding Agreement	10
4.2	No Conflicts	11
4.3	No Additional Representations; Inspection	11
4.4	Evaluation and Ability to Bear Risks	12
4.5	Purchase for Investment	12
4.6	Litigation	12

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4.7	Brokers and Finders	12
	ARTICLE V
	PUT OPTIONS AND TRANSFER
5.1	Grant of Liquidity Event Put Option	13
5.2	Grant of Co-Sale Event Put Option	13
53	Procedures	13
5.4	Consummation of Sale	14
5.5	Cooperation	14
5.6	Closing	14
5.7	Inter-Fund Transfer	14
	ARTICLE VI
	POST-CLOSING COVENANTS
6.1	Information Rights	14
6.2	Public Listing Undertaking	15
	ARTICLE VII
	MISCELLANEOUS
7.1	Nonsurvival of Representations; Warranties and Covenants	15
7.2	Expenses	15
7.3	Specific Performance	15
7.4	Notices	16
7.5	No Assignment; Binding Effect	16
7.6	Entire Agreement	17
7.7	Confidentiality	17
7.8	Transfer Taxes	17
7.9	Amendments, Supplements, Etc	18
7.10	Headings and Captions	18
7.11	Counterparts	18
7.12	Governing Law; Jurisdiction; Venue	18
7.13	Further Assurances	19

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7.14	Third-Party Beneficiaries	19
7.15	Severability	19

EXHIBIT A: LIST OF PURCHASERS

EXHIBIT B: INFORMATION OF PURCHASERS

EXHIBIT C: CUSTODIANS OF PURCHASERS

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INVESTMENT AGREEMENT

This Investment Agreement, dated as of November 7, 2018 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is by and among Agilon Health Topco, Inc., a Delaware corporation (the “Company”), and each entity listed on Exhibit A attached hereto, as amended from time to time, severally and not jointly (each, a “Purchaser”), acting by and through one of Morgan Stanley Investment Management Inc. or Morgan Stanley Investment Management Ltd., as agent and investment adviser to Purchasers (each, an “Agent”). The Company and each Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, the Company proposes to issue and sell to each Purchaser, and each Purchaser proposes to acquire, shares of common stock, par value $0.01 per share of the Company (“Common Stock”); and

WHEREAS, simultaneously with this Agreement, (i) the Company and each Purchaser have entered into the Adoption Agreement (as defined below) and the Registration Rights Agreement (as defined below) and (ii) the Company and CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (the “Major Holder”), have entered into the Stockholders’ Agreement Amendment (as defined below).

NOW, THEREFORE, in consideration of the foregoing, and the agreements, covenants, representations, warranties and indemnities contained in this Agreement, each Purchaser and the Company hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. For purposes of this Agreement, the following terms have the meanings set forth below:

“1933 Act” has the meaning as defined in Section 4.4.

“Actions or Proceedings” means any action, suit, proceeding or arbitration.

“Adoption Agreement” means the Adoption Agreement, dated as of the date hereof, by and among the Company and each Purchaser, pursuant to which each Purchaser will become party to the Stockholders’ Agreement, as amended by the Stockholders’ Agreement Amendment.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise.

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“Anchor Markets” means markets determined by the Company to be material to the business of the Company and its Subsidiaries.

“Agent” has the meaning as defined in the preamble.

“Agreement” has the meaning as defined in the preamble.

“Approvals” means, with respect to the Purchased Shares, all Consents with respect to the transactions contemplated by this Agreement.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York, are authorized or obligated by applicable law or executive order to be closed.

“Capital Stock” means: (i) any shares, interests, participations or other equivalents (however designated) of capital stock of a corporation; (ii) any ownership interests in a Person other than a corporation, including membership interests, partnership interests, joint venture interests and beneficial interests and (iii) any warrants, options, convertible or exchangeable securities, subscriptions, rights (including any preemptive or similar rights), calls or other rights to purchase or acquire any of the foregoing.

“Closing” has the meaning as defined in Section 2.2.

“Closing Date” has the meaning as defined in Section 2.2.

“Co-Sale Event” means the consummation of a Company Equity Financing in which the price per share at which Common Stock is issued implies that, if the Purchased Shares that any Purchaser holds at such time were valued at the same price per share, the value of such Purchased Shares would equal or exceed 2.5% of the value of the total assets held by such Purchaser (valued based on the determination of MSIM Inc., in its discretion in accordance with its valuation methodologies and procedures).

“Co-Sale Event Put Right” has the meaning as defined in Section 5.2.

“Co-Sale Event Put Shares” means, with respect to any Purchaser that is subject to a Co-Sale Event, (a) the total Purchased Shares held by such Purchaser less (b) the Purchased Shares representing 1.0% of the asset value of such Purchaser (valued based on the determination of MSIM Inc., in its discretion in accordance with its valuation methodologies and procedures).

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” has the meaning as defined in the preamble.

“Company” has the meaning as defined in the preamble.

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“Company Debt” means, with respect to the Company or any of its Subsidiaries and without duplication, any Liabilities (i) with respect to indebtedness for borrowed money, whether current, short-term or long-term and whether secured or unsecured, (ii) in respect of leases or other arrangements conveying the right to use that are required to be classified as capital lease obligations in accordance with GAAP, (iii) with respect to notes, bonds, debentures or other securities or other instruments, (iv) for the deferred purchase price of property or other assets, including any such amounts that may become payable under any Contract executed and delivered prior to the date hereof but where the transactions contemplated by such Contract have not been consummated prior to the date hereof, but excluding any earn-out or similar payments which are not yet due and payable, (v) with respect to interest rate or currency swaps, collars, caps and similar hedging obligations, (vi) in respect of conditional sale or other title retention agreements with respect to property acquired, (vii) with respect to letters of credit, bankers acceptances or similar credit transactions (other than any undrawn amount in respect of such letters of credit or similar credit transactions) or any bank overdrafts or similar charges, (viii) with respect to all accrued interest, premiums, penalties, redemption costs, breakage costs and other charges in respect of each of the foregoing in clauses (i) through (vii), and (ix) of the types referred to in clauses (i) through (viii) above of any Person that are either guaranteed (including under any “keep well” or similar arrangement) by, or secured (including under any letter of credit, banker’s acceptance or similar credit transaction) by any Lien upon any property or asset owned by, the Company or any of its Subsidiaries.

“Company Equity Financing” means an issuance by the Company of Common Stock in exchange for a cash equity investment in an aggregate amount of at least $100,000,000.00.

“Company Group” means the Company, its Subsidiaries and affiliated independent physician associations.

“Company Information” has the meaning as defined in Section 6.1(a).

“Company’s Knowledge” means the actual knowledge of any of Ronald Kuerbitz, Kenny Bellendir or Ted Halkias.

“Confidentiality Agreement” means the letter agreement, dated as of October 22, 2018, by and between Opco and MSIM Inc.

“Consent” means any consent, approval or authorization.

“Contract” means any legally binding: contract, indenture, note, bond, lease, license, instrument, agreement, mortgage, option, warranty, purchase order, insurance policy or benefit plan, or other commitment, whether written or oral.

“Financial Statements” has the meaning as defined in Section 3.5.

“Fiscal Quarter” means any period of three (3) consecutive months ending on March 31, June 30, September 30 or December 31 of any calendar year.

“Fiscal Year” means the period of twelve (12) consecutive months ending on December 31 of any calendar year.

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“GAAP” means generally accepted accounting principles in the United States.

“Government Authority” means any U.S. federal, state or local or any supra-national or non-U.S. government, political subdivision, governmental, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body.

“Holdings” means Agilon Health Holdings, Inc., a Delaware corporation and direct wholly-owned Subsidiary of the Company.

“Holdings Intermediate” means Agilon Health Intermediate Holdings, Inc., a Delaware corporation and direct wholly-owned Subsidiary of Holdings.

“IPO” has the meaning as defined in Section 6.2.

“Law” means any U.S. federal, state, local or non-U.S. statute, law, ordinance, regulation, rule, code, order or other requirement or rule of law (including common law).

“Liability” or “Liabilities” means any liability, debt, guarantee, claim, demand, expense, commitment or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) of every kind and description, including all costs and expenses related thereto.

“Lien” means any lien, pledge, claim, security interest, encumbrance, charge, option, right of first refusal, proxy, voting trust or agreement, restriction or limitation of any kind, whether arising by agreement, operation of Law or otherwise.

“Liquidity Event” means the value of all of the illiquid securities that a Purchaser holds becoming equal to or greater than 7.5% of the value of the total assets held by such Purchaser, with the value of the Purchased Shares held by such Purchaser based on the determination of MSIM Inc., in its discretion in accordance with its valuation methodologies and procedures.

“Liquidity Event Put Right” has the meaning as defined in Section 5.1.

“Liquidity Event Put Shares” means, with respect to any Purchaser that is subject to a Liquidity Event, (a) the total Purchased Shares held by such Purchaser less (b) the Purchased Shares representing 4.0% of the asset value of such Purchaser (valued based on the determination of MSIM Inc., in its discretion in accordance with its valuation methodologies and procedures).

“Major Holder” has the meaning as defined in the recitals.

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“Medicaid” means, collectively, the health care assistance program established by Title XIX of the Social Security Act and any statutes succeeding thereto, and all Laws, rules, regulations, manuals, orders or guidelines (whether or not having the force of Law) pertaining to such program, in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare” means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any statutes succeeding thereto, and all Laws, rules, regulations, manuals, orders or guidelines (whether or not having the force of Law) pertaining to such program, in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare Advantage Plans” means, collectively, health plans offered under Part C of Medicare.

“MSIM Inc.” means Morgan Stanley Investment Management Inc.

“Opco” means agilon health, inc. (f/k/a CD&R Vector Parent, Inc.), a Delaware corporation and direct wholly-owned Subsidiary of Holdings Intermediate.

“Option” means any option to purchase shares of Common Stock issued pursuant to the Agilon Health Topco, Inc. Stock Incentive Plan.

“Order” means any order, writ, judgment, injunction, temporary restraining order, decree, stipulation, determination or award entered by or with any Government Authority.

“Organizational Documents” means (i) any certificate, articles or memorandum filed with any state, country or other jurisdiction which filing forms a Person and (ii) all agreements, documents or instruments governing the internal affairs of a Person, including such Person’s by-laws, codes of regulations, partnership or limited partnership agreements, limited liability company agreements and operating agreements.

“Parties” has the meaning as defined in the preamble.

“Permitted Liens” means (i) mechanics’, carriers’, workmen’s, repairmen’s or similar Liens arising or incurred in the ordinary course of business for amounts which are not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by the Company and its Subsidiaries and, in the case of Liens being contested, for which appropriate reserves have been established on the Financial Statements in accordance with GAAP; (ii) Liens for Taxes, assessments and any other governmental charges which are not yet due and payable or which are being contested in good faith by appropriate proceedings and, in the case of Liens being contested, for which appropriate reserves have been established on the Financial Statements in accordance with GAAP; (iii) all building codes, zoning ordinances and similar applicable Laws heretofore, now or hereafter enacted, made or issued by any Governmental Authority affecting the Real Property, or any portion thereof, which do not or would not, individually or in the aggregate, impair in any material respect the value, or the present use, occupancy or operation of the Real Property to which they relate; (iv) all easements, rights-of-way, servitudes, covenants, conditions, restrictions, reservations, licenses, agreements, imperfections of title and other similar matters which are of record and which do not, individually or in the aggregate, impair in any material respect the present use of the Real Property to which they relate; and (v) any other Liens arising pursuant to Company Debt.

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“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or Governmental Authority.

“Preferred Stock” has the meaning as defined in Section 3.2.

“Purchase Price” has the meaning as defined in Section 2.1.

“Purchased Shares” has the meaning as defined in Section 2.1.

“Purchaser” has the meaning as defined in the preamble.

“Purchaser Information” has the meaning as defined in Section 6.1(b).

“Put Event” shall mean a Co-Sale Event or a Liquidity Event.

“Put Exercise Notice” has the meaning as defined in Section 5.3(a).

“Put Purchase Price” means an amount equal to the number of Put Shares to be sold pursuant to the exercise of a Put Right multiplied by the product of (a) the price per share of Common Stock in the most recent Company Equity Financing, or in the event that a Company Equity Financing has not occurred after the date hereof, based on the price per Purchased Share pursuant to this Agreement, and (b) seventy percent (70)%.

“Put Right” has meaning as defined in Section 5.2.

“Put Right Closing” has the meaning as defined in Section 5.4.

“Put Right Closing Date” has the meaning as defined in Section 5.3(c).

“Put Shares” has the meaning as defined in Section 5.3(a).

“Real Property” means all real property and interests in real property owned or leased by the Company or any of its Subsidiaries.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, by and among the Company and Purchasers.

“Representative” means, with respect to any Person, any officer, director, principal, manager, member, attorney, accountant, agent, employee, consultant, financial advisor or other authorized representative of such Person.

“Share Register” has the meaning as defined in Section 2.2(a).

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“Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of April 27, 2017 and as amended from time to time, by and between the Company and COPC Practice Management, LLC.

“Stockholders’ Agreement Amendment” means the Amendment to the Stockholders’ Agreement, dated as of the date hereof, by and between the Company and the Major Holder.

“Subsidiaries” of any specified entity means any other entity of which such first Person owns (either directly or through one or more other Subsidiaries) at least a majority of the outstanding equity securities or securities carrying a majority of the voting power in the election of the board of directors or other governing body of such entity, and with respect to which entity such first Person is not otherwise prohibited contractually or by other legally binding authority from exercising control.

“Tax” means: any tax, charge, assessment, duty, levy, fee or similar governmental charge of any kind (including any interest, additions to tax, or civil or criminal penalties thereon).

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement or other form required to be supplied to a Governmental Authority in connection with Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Transaction Documents” means this Agreement, the Adoption Agreement, the Stockholders’ Agreement Amendment and the Registration Rights Agreement.

ARTICLE II

SALE AND ISSUANCE OF SHARES

2.1 Sale and Issuance of Shares. The Company hereby issues and sells to each Purchaser, and each Purchaser hereby purchases and acquires from the Company, such amount of shares of Common Stock set forth next to such Purchaser’s name in Exhibit A attached hereto (each a “Purchased Share” and collectively, the “Purchased Shares”), free of Liens (other than Liens imposed under applicable securities Law or the Stockholders’ Agreement), for an aggregate purchase price of $100,000,630.40 (the “Purchase Price”).

2.2 Closing. The closing of the sale and purchase of the Purchased Shares (the “Closing”) shall take place at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022, simultaneously with the execution and delivery of this Agreement. The date on which the Closing actually occurs is referred to hereinafter as the “Closing Date”. At the Closing:

(a) the Company shall deliver to each Purchaser’s custodian (as identified on Exhibit C attached hereto) (i) an electronic .pdf of the Company’s current share register indicating the Purchased Shares purchased by such Purchaser (the “Share Register”) and (ii) duly executed copies of the Stockholders’ Agreement Amendment, the Adoption Agreement and the Registration Rights Agreement; and

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(b) Each Purchaser shall (i) cause its custodian (as identified on Exhibit C attached hereto) to pay to the Company, by wire transfer of immediately available funds to an account designated by the Company prior to the date hereof, an amount equal to such Purchaser’s portion of the Purchase Price and (ii) deliver to the Company a duly executed copy of the Adoption Agreement and the Registration Rights Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to each Purchaser as set forth below:

3.1 Organization, Authority; Binding Agreement.

(a) Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite power and authority to own and hold its assets and properties and to conduct its business as now owned, held, and conducted in its jurisdiction of organization and in the other jurisdictions in which it is required to register or qualify to do business. The Company has the requisite power and authority to enter into and to perform its obligations under this Agreement and the Transaction Documents to which it is a party. The execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party have been duly authorized by all necessary action on the part of the Company.

(b) This Agreement has been, and each of the Transaction Documents to be executed and delivered by the Company will be, duly executed and delivered by the Company, and this Agreement is, and each of the Transaction Documents, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, receivership, moratorium, conservatorship, reorganization, or other Laws of general application affecting the rights of creditors generally or by general principles of equity.

3.2 Capitalization. The authorized share capital of the Company consists of 5,000,000 shares of Common Stock and no shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). As of the date hereof, there are (i) 2,456,751 shares of Common Stock issued and outstanding, (ii) no shares of Preferred Stock issued and outstanding, (iii) 20,000 shares of Common Stock issued and held in the treasury of the Company and (iv) 374,250 shares of Common Stock subject to outstanding Options with a weighted average exercise price of $188.55 per share. All of the issued and outstanding Capital Stock of the Company has been duly authorized and is validly issued, fully paid, nonassessable, free of Liens (other than Liens imposed under applicable securities Law), and has not been issued in violation

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of any preemptive or similar rights or any applicable Law. Except for the Capital Stock referred to in the first sentence of this Section 3.2, there is no Capital Stock of the Company issued, reserved for issuance or outstanding and no outstanding options, warrants, convertible or exchangeable securities, subscriptions, rights (including any preemptive rights), equity appreciation rights, calls or commitments of any character whatsoever to which the Company is a party or is bound requiring the issuance or sale of any Capital Stock of the Company. The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or are convertible into, exchangeable for or evidencing the right to subscribe for or acquire securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company or any of its Subsidiaries is a party or by which any of them are bound to (x) repurchase, redeem or otherwise acquire any Capital Stock of the Company or (y) vote or dispose of any Capital Stock of the Company and no Person has any right of first offer, right of first refusal or preemptive right in connection with any future offer, sale or issuance of any Capital Stock of the Company. The Purchased Shares are duly authorized and validly issued, fully paid, nonassessable, free of Liens (other than Liens imposed under applicable securities Law) and have not been issued in violation of any preemptive or similar rights.

3.3 No Conflicts. Neither the execution and delivery of this Agreement or any Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will (i) violate, breach, or be in conflict with any provisions of the Organizational Documents of the Company, (ii) result in the creation or imposition of any Lien upon any property, rights or assets of the Company, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material Contract to which the Company is a party or by which the Company is bound or to which any of its properties or assets is subject, or (iv) violate any Law, Order of any Governmental Authority to which the Company is subject, or by which any of its properties or assets is bound.

3.4 Litigation. There are no Actions or Proceedings pending or, to the Company’s Knowledge, threatened against the Company, at Law or in equity, before or by any Governmental Authority, which call into question the validity of this Agreement or the Transaction Documents to which the Company is a party or which would reasonably be expected to prevent the consummation by the Company of the transactions contemplated by this Agreement or the Transaction Documents.

3.5 Financial Statements. The Company has provided to each Purchaser (a) the audited balance sheet of Opco and its Subsidiaries as of December 31, 2017, and the related audited statements of operations and cash flows provided by the Company and (b) the unaudited balance sheet of Opco and its Subsidiaries as of June 30, 2018 (collectively, the “Financial Statements”). To the Company’s Knowledge, the Financial Statements have been prepared from the books and records of Opco in accordance with GAAP applied on a consistent basis throughout the periods covered (except as indicated in the notes thereto). To the Company’s Knowledge, the Financial Statements fairly present in all material respects, in accordance with GAAP, the financial position, results of operations, and changes in the capital and cash flows of Opco as of the dates and for the periods indicated. Holdings and Holdings Intermediate do not conduct any business operations.

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3.6 Brokers and Finders. No person, firm, corporation or entity acting for or on behalf of the Company is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from any of the Parties in connection with any of the transactions contemplated by this Agreement or the Transaction Documents.

3.7 Stockholders’ Agreement Amendment. The Stockholders’ Agreement Amendment does not materially and disproportionately adversely affect a Stockholder (as defined in the Stockholders’ Agreement) that is not a party to the Stockholders’ Agreement Amendment in a materially different manner than all of the other Stockholders.

3.8 No Other Representations and Warranties. Except for the representations and warranties expressly set forth in this ARTICLE III, neither the Company nor any other Person has made, makes or shall be deemed to make any other representation or warranty of any kind whatsoever, express or implied, written or oral, at Law or in equity by the Company itself or on behalf of the Company or any other the Company or on behalf of the Company or any of its Subsidiaries, including any representation or warranty regarding the Company, any Purchased Shares, or any assets or Liabilities of the Company or any of its Subsidiaries or Affiliates, or any other rights or Liabilities to be transferred pursuant to this Agreement or the Transaction Documents or any other matter, and the Company hereby disclaims all other representations and warranties of any kind whatsoever, express or implied, written or oral, at Law or in equity. The Company hereby disclaims all Liability and responsibility for all projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) to any Purchaser, any of its Affiliates, or any of its or their respective Representatives, including omissions therefrom. Without limiting the foregoing, the Company does not make any representation or warranty of any kind whatsoever, express or implied, written or oral, at Law or in equity, to any Purchaser, any of its Affiliates, or any of its or their respective Representatives regarding the success, profitability or value of the Company or any of its Subsidiaries or any of their respective Affiliates.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASERS

Each Purchaser hereby represents and warrants to the Company as set forth below:

4.1 Organization; Authority; Binding Agreement.

(a) Such Purchaser is duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its organization and has the requisite power and authority to own and hold its properties and assets and to conduct its business as now owned, held, and conducted in its jurisdiction of organization and in the other jurisdictions in which it is required to register or qualify to do business. Such Purchaser has the requisite power and authority to

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enter into and to perform its obligations under this Agreement and the Transaction Documents to which it is a party. The execution, delivery and performance by such Purchaser of this Agreement and the Transaction Documents to which it is a party, have been duly authorized by all necessary action on the part of such Purchaser.

(b) This Agreement has been, and each of the Transaction Documents to be executed and delivered by such Purchaser will be, duly executed and delivered by such Purchaser, and this Agreement is, and each of the Transaction Documents, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid, and binding obligations of such Purchaser, enforceable against such Purchaser in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, receivership, moratorium, conservatorship, reorganization, or other Laws of general application affecting the rights of creditors generally or by general principles of equity.

4.2 No Conflicts. Except as specifically provided for in the Transaction Documents, neither the execution and delivery of this Agreement or any Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will (i) violate, breach, or be in conflict with any provisions of the Organizational Documents of such Purchaser, (ii) result in the creation or imposition of any Lien upon any property, rights or assets of such Purchaser, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Contract to which such Purchaser is a party or by which such Purchaser is bound or to which any of their respective properties or assets is subject, or (iv) violate any Law, Order of any Government Authority to which such Purchaser is subject, or by which any of their respective properties or assets is bound.

4.3 No Additional Representations; Inspection.

(a) Notwithstanding anything contained in ARTICLE II or any other provision of this Agreement, such Purchaser acknowledges and agrees that none of the Company or any of its Affiliates is making or has made any representation or warranty whatsoever, express or implied, including any implied warranty of merchantability or suitability, as to the Company, its Subsidiaries or any assets of the Company or its Subsidiaries, other than the representations and warranties expressly set forth in ARTICLE II, and that the Common Stock is being sold “as is” and “where is”. In addition, such Purchaser acknowledges and agrees that any cost estimates, projections and predictions contained or referred to in the materials that have been provided or made available to such Purchaser by or on behalf of the Company are not and shall not be deemed to be representations or warranties of the Company or any of its Affiliates.

(b) Such Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigations into and, based thereon, has formed an independent judgment concerning the Company and its Subsidiaries, (ii) has been provided with adequate access to such information, documents and other materials relating to the Company and its Subsidiaries as it has deemed necessary to enable it to form such independent judgment, (iii) has had such time as such Purchaser deems necessary and appropriate to fully and completely review and analyze

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such information, documents and other materials and (iv) has been provided an opportunity to ask questions of the Company with respect to such information, documents and other materials and has received satisfactory answers to such questions. Such Purchaser further acknowledges and agrees that none of the Company or any of its Affiliates has made any representations or warranties, express or implied, as to the accuracy or completeness of such information, documents and other materials other than the representations and warranties contained in this Agreement.

4.4 Evaluation and Ability to Bear Risks. Such Purchaser has such knowledge and experience in financial and business affairs that such Purchaser is capable of evaluating the merits and risks of purchasing, and other considerations relating to, the Purchased Shares to be purchased by such Purchaser pursuant to this Agreement, and such Purchaser has not relied in connection with such Purchaser’s purchase of the Purchased Shares upon any representations, warranties or agreements other than those set forth in this Agreement. Such Purchaser’s financial situation is such that such Purchaser can afford to bear the economic risk of holding the Purchased Shares it is acquiring for an indefinite period of time, and such Purchaser can afford to suffer the complete loss of the Purchased Shares. Such Purchaser is an “accredited investor” as such term is defined in rule 501 of Regulation D promulgated under the Securities Act of 1933 (the “1933 Act”).

4.5 Purchase for Investment. Such Purchaser is not acquiring the Purchased Shares it is acquiring with a view to or for sale in connection with any distribution of all or any part of such Purchased Shares. Such Purchaser will not, directly or indirectly, transfer, assign, sell or pledge all or any part of the Purchased Shares it is acquiring (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Purchased Shares) except in accordance with (a) the registration provisions of the 1933 Act or an exemption from such registration provisions, (b) any applicable state or non-U.S. securities Laws and (c) the terms of the Stockholders’ Agreement and this Agreement. Such Purchaser understands that such Purchaser must bear the economic risk of such Purchaser’s investment in the Purchased Shares it is acquiring for an indefinite period of time because, among other reasons, the offering and sale of the Purchased Shares have not been registered under the 1933 Act and, therefore, the Purchased Shares cannot be sold other than through a privately negotiated transaction unless they are subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser also understands that transfers of the Purchased Shares are further restricted by the provisions of the Stockholders’ Agreement, and may be restricted by applicable state and non-U.S. securities Laws, and that no market exists or is expected to develop for the Purchased Shares;

4.6 Litigation. There are no Actions or Proceedings pending against such Purchaser, at Law or in equity, before or by any Governmental Authority, which, call into question the validity or which would reasonably be expected to prevent the consummation of the transactions contemplated by this Agreement or any of the Transaction Documents.

4.7 Brokers and Finders. Such Purchaser has not incurred, and will not incur, directly or indirectly, any Liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or the Transaction Documents or any transaction contemplated hereby or thereby.

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ARTICLE V

PUT OPTIONS AND TRANSFER

5.1 Grant of Liquidity Event Put Option. If a Liquidity Event occurs after the Closing, any applicable Purchaser shall have the right (the “Liquidity Event Put Right”), but not the obligation, to cause the Company to purchase such number of the Liquidity Event Put Shares elected by such Purchaser at the Put Purchase Price, subject to the terms and conditions set forth in Section 5.3.

5.2 Grant of Co-Sale Event Put Option. If a Co-Sale Event occurs after the Closing, any applicable Purchaser shall have the right (the “Co-Sale Event Put Right”, and together with the Liquidity Event Put Right, “Put Rights” and each a “Put Right”), but not the obligation, to cause the Company to purchase such number of the Co-Sale Event Put Shares elected by such Purchaser at the Put Purchase Price, subject to the terms and conditions set forth in Section 5.3.

5.3 Procedures.

(a) The Company shall inform each Purchaser in writing within five (5) Business Days of the occurrence of any Company Equity Financing.

(b) Any applicable Purchaser shall inform the Company in writing within five (5) Business Days of the occurrence of any Liquidity Event. In the event that a Purchaser fails to inform the Company of a Liquidity Event within such timeframe, such Purchaser shall surrender its right to exercise a Liquidity Event Put Right with respect to such Liquidity Event.

(c) If a Purchaser desires to sell any of the Purchased Shares pursuant to Section 5.1 or 5.2, the Purchaser shall within thirty (30) days of the occurrence of the relevant Put Event deliver to the Company (A) a written notice (the “Put Exercise Notice”) exercising such applicable Put Right and specifying the number of Purchased Shares to be sold (the “Put Shares”) by such Purchaser and (B) a certificate signed by a duly authorized officer of Agent, on behalf of such Purchaser, stating that (i) a Liquidity Event or Co-Sale Event, as the case may be, has occurred with respect to such Purchaser, (ii) such Purchaser has full right, title and interest in and to such Put Shares, (iii) such Purchaser has all the necessary power and authority and has taken all necessary action to sell such Put Shares as contemplated by this ARTICLE V and (iv) such Put Shares are free and clear of any and all Liens. Any applicable Purchaser may deliver multiple Put Exercise Notices to the Company so long as such Purchaser continues to hold any Purchased Shares; provided that a Purchaser shall only be permitted to deliver a Put Exercise Notice with respect to any Purchased Shares once per occurrence of any Put Event.

(d) Subject to Section 5.4 below, the closing of any sale of Put Shares pursuant to this ARTICLE V shall take place no later than thirty (30) days following receipt by the Company of the Put Exercise Notice; provided that until the Put Right Closing occurs, any applicable Purchaser shall have the right to cancel and rescind the exercise of its Put Right by providing written notice to the Company. The Company shall give any applicable Purchaser at least three (3) days’ prior written notice of the date of closing of the Put Shares (the “Put Right Closing Date”).

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5.4 Consummation of Sale. The Company shall pay the Put Purchase Price for the Put Shares by wire transfer of immediately available funds to an account specified by Agent on the Put Right Closing Date (the “Put Right Closing”).

5.5 Cooperation. The Company and each relevant Purchaser shall take all actions as may be reasonably necessary to consummate the sale contemplated by this ARTICLE V, including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate.

5.6 Closing. At any Put Right Closing pursuant to this ARTICLE V, the applicable Purchaser shall deliver to the Company the Purchased Shares to be sold.

5.7 Inter-Fund Transfer. Any Purchaser or Agent, on behalf of such Purchaser, may transfer any Purchased Shares owned by such Purchaser to another fund or account managed, advised or sub-advised by Agent or an affiliated investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, pursuant to a merger or reorganization of such Purchaser so long as the following requirements are met: (i) written notice is provided to the Company promptly after such merger or reorganization; (ii) a customary stock transfer agreement is provided promptly, and, in any event, within five (5) days of receipt of the notice provided in accordance with Section 7.4 hereof, in form reasonably satisfactory to the Company and containing no substantive new obligations or requirements of the transferee to which the transferor is not already subject, executed by the transferee and the transferor; and (iii) the transferee becomes a party to the Stockholders’ Agreement, as amended by Stockholders’ Agreement Amendment, in accordance with the terms therein.

ARTICLE VI

POST-CLOSING COVENANTS

6.1 Information Rights.

(a) From and after the Closing and for so long as any Purchaser owns any Purchased Shares, the Company shall furnish to such Purchaser the following information (collectively, “Company Information”):

(i) Quarterly Business Reports. Within fifty (50) days after the end of each Fiscal Quarter of each Fiscal Year beginning with the Fiscal Quarter ending December 31, 2018, a report containing the following information with respect to such Fiscal Quarter: (1) the number of physicians on the customer relations management platform of the Company Group as of the end of such Fiscal Quarter, (2) the Company Group’s revenue derived from Medicare Advantage Plans, (3) the Company Group’s revenue derived from Medicaid, (4) the Company Group’s total revenue and (5) the number of Anchor Markets in which the Company Group participated.

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(ii) Quarterly Balance Sheet Reports. Within fifty (50) days after the end of each of the first three Fiscal Quarters of each Fiscal Year beginning with the Fiscal Quarter ending March 31, 2019, consolidated unaudited balance sheets of Opco and its Subsidiaries as of the end of such Fiscal Quarter.

(iii) Annual Balance Sheet Reports. Within one hundred (100) days after the end of each Fiscal Year beginning with the Fiscal Year ended December 31, 2018, the consolidated balance sheet of Opco and its Subsidiaries as of the end of such Fiscal Year.

(b) From and after the Closing and for so long as any Purchaser listed in Exhibit B owns any Purchased Shares, each such Purchaser shall furnish to the Company within ten (10) Business Days after the end of each calendar month beginning with the month ending November 30, 2018, the information of each such Purchaser set forth in Exhibit B attached hereto in substantially the same form (collectively, “Purchaser Information”).

6.2 Public Listing Undertaking. Following the Closing, the Company undertakes to pursue a public listing of the shares of Common Stock on the New York Stock Exchange or a similar exchange (an “IPO”) within twelve (12) months of the date hereof.

ARTICLE VII

MISCELLANEOUS

7.1 Nonsurvival of Representations, Warranties and Covenants. None of the representations or warranties or, if any, the covenants or other agreements to be performed in whole or in part prior to the Closing, contained in this Agreement, or in any instrument or certificate delivered at Closing, shall survive the Closing or termination of this Agreement, and the Company shall not have any liability after the Closing in respect thereof, except for covenants and agreements which contemplate performance after the Closing or termination of this Agreement or otherwise expressly by their terms survive the Closing or termination of this Agreement, each of which shall survive in accordance with its terms. The Confidentiality Agreement shall survive termination of this Agreement in accordance with its terms.

7.2 Expenses. Each Purchaser, on the one hand, and the Company, on the other hand, shall pay all of their own fees and expenses (including attorneys’ fees) incurred in connection with this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby.

7.3 Specific Performance. Purchasers, on the one hand, and the Company, on the other hand, hereby acknowledge and agree that money damages would not be a sufficient remedy for any breach of any provision of this Agreement by the other. In such event, each agrees that the other Party shall have the right, in addition to any other rights it may have (whether at Law or in equity), to seek specific performance and injunctive or other equitable relief as a remedy for any such breach of this Agreement. No failure or delay by any Party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the

exercise of any other right, power or privilege hereunder.

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7.4 Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given and received when delivered in person, when received by facsimile transmission or electronic mail, or one (1) day after duly sent by overnight courier, addressed as follows (or at such other address for a party as shall be specified by like notice):

(a) if to a Purchaser to:

Morgan Stanley Investment Management Inc.

522 Fifth Avenue

New York, New York 10036

Attention: Jason Yeung

Facsimile: [***]

Email:       [***]

with a copy to:

Morgan Stanley Investment Management Inc.

522 Fifth Avenue

New York, New York 10036

Attention: General Counsel

(b) if to the Company to:

Agilon Health Topco, Inc.

One World Trade Center, Suite 2050

Long Beach, CA 90831

Attention: Ronald Kuerbitz

with a copy to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10153

Attention: Kevin Rinker

       Christopher Anthony

Facsimile: (212) 909-6836

Email:       karinker@debevoise.com

        canthony@debevoise.com

7.5 No Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by any Party without the prior written consent of the other Party, and any attempt to do so shall be void, except for assignments and transfers by operation of Law. This Agreement shall be binding upon, inure to the benefit of, and may be enforced by, each of the parties to this Agreement and its successors and permitted assigns.

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7.6 Entire Agreement. This Agreement supersedes any other agreement, whether written or oral, that may have been made or entered into by the Parties hereto relating to the matters contemplated hereby and constitutes the entire agreement of the Parties with respect to the subject matter hereof. Nothing herein shall amend or supersede the provisions of the Confidentiality Agreement.

7.7 Confidentiality. Except (i) as required or expressly permitted by this Agreement, (ii) as may be necessary in order to give the notices to obtain any prior regulatory approval or the Approvals, (iii) as necessary to consult with attorneys, accountants, employees, or other advisors retained in connection with the transactions contemplated hereby, (iv) as required by court order or otherwise mandated by Law or by Contract to which the Company or any Purchaser is a party, (v) as requested or required by any Governmental Authority having regulatory or supervisory authority over any Party hereto (or any Affiliate of any Party hereto), or (vi) in connection with legally required disclosure documents prepared by the Company, any Purchaser or any Affiliate of either, (A) no such party shall issue any news release or other public notice or communication or otherwise make any disclosure to third parties concerning this Agreement or any Transaction Document or the transactions contemplated hereby or thereby without the prior consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), (B) no Purchaser shall issue any news release or other public notice or communication or otherwise make any disclosure to third parties concerning any non-public information or materials concerning or relating to the Company, including any Company Information, without the prior consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) and (C) the Company shall not issue any news release or other public notice or communication or otherwise make any disclosure to third parties concerning any non-public information or materials concerning or relating to any Purchaser, including any Purchaser Information, without the prior consent of such Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). Even in cases where such prior consent is not required, any such Purchaser, on the one hand, and the Company, on the other hand, shall promptly notify the other Party of such release in advance in order to provide a reasonable opportunity to the other Party to prepare a corresponding or other similar release or other action on a timely basis.

7.8 Transfer Taxes. All stamp, transfer, documentary, sales and use, value-added, excise, license, filing, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the consummation of the transactions contemplated by this Agreement (collectively, the “Transfer Taxes”) shall be borne equally by the Company, on the one hand, and Purchasers, on the other hand. Any Tax Returns and other documentation that must be filed with respect to Transfer Taxes shall be prepared and filed when due by the party primarily or customarily responsible under applicable local Law for the filing of such Tax Returns or other documentation, and such party shall use its commercially reasonable efforts to provide drafts of such Tax Returns and other documentation to the other party at least ten (10) Business Days prior to the due date for such Tax Returns and other documentation. Such other party shall remit its share of Transfer Taxes shown on such Tax Returns received at least five (5)

Business Days prior to the due date for such Tax Returns. Each party shall notify the other party if the first party receives any notice from a Governmental Authority with respect to Tax Returns filed pursuant to this Section 7.8 and the parties shall cooperate with each other in good faith to respond to any such notice or any other inquiry from a Governmental Authority.

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7.9 Amendments, Supplements, Etc. This Agreement may be amended, supplemented or otherwise modified only by a writing signed by each Purchaser and the Company specifically referring to this Agreement. No term of this Agreement, nor performance thereof or compliance therewith, may be waived except by a writing signed by all of the Parties charged with giving such waiver.

7.10 Headings and Captions. The headings and captions in this Agreement are for reference purposes only and shall not affect the construction or interpretation of any provision of this Agreement.

7.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Facsimiles, e-mail transmission of .pdf signatures or other electronic copies of signatures shall be deemed to be originals.

7.12 Governing Law; Jurisdiction; Venue.

(a) This Agreement shall be governed by, and construed and enforced in accordance with, the Laws of the State of New York (whether in Contract or in tort) without giving effect to the principles of conflicts of Law thereof, other than Section 5-1401 of the General Obligations Law thereunder.

(b) Each Purchaser and the Company hereby irrevocably submit to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the State, City and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby. Each of the Purchasers and the Company irrevocably agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, or with respect to any such action or proceeding, shall be heard and determined in such a New York State or federal court, and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each of the Purchasers and the Company hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that it is not subject to such jurisdiction. Each of the Purchasers and the Company hereby waives, and agrees not to assert, to the maximum extent permitted by Law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. Each of the Purchasers and the Company hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7.4 or in such other manner as may be permitted by Law, shall be valid and sufficient service thereof.

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(c) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

7.13 Further Assurances. After the Closing, each of the Parties agrees to execute and deliver such additional documents, certificates and instruments, and to perform such additional acts, as may be reasonably necessary or appropriate to carry out all of the provisions of this Agreement and to consummate all the transactions contemplated by this Agreement with respect to the Purchased Shares transferred at the Closing on the terms set forth herein.

7.14 Third-Party Beneficiaries. This Agreement is not intended to, and does not, confer upon any other Person any rights or remedies hereunder.

7.15 Severability. Should any provision of this Agreement for any reason be declared invalid or unenforceable, such decision shall not affect the validity or enforceability of any of the other provisions of this Agreement, which other provisions shall remain in full force and effect and the application of such invalid or unenforceable provision to Persons or circumstances other than those as to which it is held invalid or unenforceable shall be valid and be enforced to the fullest extent permitted by applicable Law.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Company and each Purchaser have caused this Agreement to be duly executed and delivered as of the date first above written.

THE COMPANY:
AGILON HEALTH TOPCO, INC.
By:	/s/ Ravi Sachdev
	Name: Ravi Sachdev
	Title:   President

[Signature Page to Investment Agreement]

PURCHASER:

[Executed by Morgan Stanley Investment Management Inc. on behalf of certain funds and accounts]

[Signature Page to Investment Agreement]

EX-10.17.1

Exhibit 10.17.1

Execution Version

FIRST AMENDMENT TO INVESTMENT AGREEMENT

This First Amendment, dated as of October 21, 2020 (this “Amendment”), to the Investment Agreement (as defined below) is entered into by and among Agilon Health Topco, Inc., a Delaware corporation (the “Company”), and each entity listed on Exhibit A attached hereto, (each, a “Purchaser” and collectively, the “Purchasers”), acting by and through one of Morgan Stanley Investment Management Inc. or Morgan Stanley Investment Management Ltd., as agent and investment adviser to Purchasers. The Company and each Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, the Company and the Purchasers are party to the Investment Agreement, dated November 7, 2018 (as amended from time to time, the “Investment Agreement”), pursuant to which the Company issued, and each Purchaser acquired, Common Stock of the Company as set forth therein;

WHEREAS, under Article V of the Investment Agreement, the Purchasers have certain Put Rights;

WHEREAS, under Section 6.1 of the Investment Agreement, the Purchasers and the Company have certain information rights;

WHEREAS, Section 7.9 of the Investment Agreement requires the Company and each Purchaser to agree in writing to any amendments to the Investment Agreement; and

WHEREAS, the Parties desire to amend the Investment Agreement to provide for the expiration of the Put Rights and the information rights set forth in Section 6.1 of the Investment Agreement upon the occurrence of an IPO.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.    Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Investment Agreement.

2.    Amendments to the Investment Agreement. As of the date hereof, the Investment Agreement is hereby amended as follows:

(a) Section 5.1 of the Investment Agreement is hereby amended by inserting immediately following the words “If a Liquidity Event occurs after the Closing” the words “and prior to the consummation of an IPO”.

(b) Section 5.2 of the Investment Agreement is hereby amended by inserting immediately following the words “If a Co-Sale Event occurs after the Closing” the words “and prior to the consummation of an IPO”.

(c) Article V of the Investment Agreement is hereby amended to add the section set forth below:

“5.8 Termination. The provisions of Sections 5.1 through 5.6 shall terminate, and be of no further force and effect, immediately upon consummation of an IPO.”

(d) The first sentence of Section 6.1(a) of the Investment Agreement is hereby amended and restated in its entirety as set forth below:

“(a) From and after the Closing and until the earlier to occur of (x) the relevant Purchaser no longer owning any Purchased Shares and (y) the consummation of an IPO, the Company shall deliver to such Purchaser the following information (collectively, “Company Information”):”

(e) Section 6.1(b) of the Investment Agreement is hereby amended by inserting immediately following the words “From and after the Closing” the words “and until the consummation of an IPO,”.

3.    Date of Effectiveness; Limited Effect. This Amendment shall become effective as of the date first written above. Except as expressly provided in this Amendment, all of the terms and provisions of the Investment Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the parties thereto. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Investment Agreement or as a waiver of or consent to any further or future action on the part of any Party that would require the waiver or consent of any other party. On and after the date hereof, each reference in the Investment Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Investment Agreement as amended by this Amendment.

4.    Miscellaneous. Sections 7.3 (Specific Performance), 7.4 (Notices), 7.5 (No Assignment; Binding Effect), 7.6 (Entire Agreement), 7.7 (Confidentiality), 7.9 (Amendments, Supplements, Etc.), 7.10 (Headings and Captions), 7.11 (Counterparts), 7.12 (Governing Law; Jurisdiction; Venue), 7.13 (Further Assurances), 7.14 (Third-Party Beneficiaries) and 7.15 (Severability) of the Investment Agreement shall apply to this Amendment mutatis mutandis.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

THE COMPANY: AGILON HEALTH TOPCO, INC.
By:	/s/ Kenneth Bellendir
	Name: Kenneth Bellendir   Title:   Vice President & Secretary

[Signature Page to First Amendment to the Investment Agreement]

PURCHASER:

[Executed by Morgan Stanley Investment Management Inc. on behalf of certain funds and accounts]

[Signature Page to First Amendment to Investment Agreement]

EX-10.18

Exhibit 10.18

EXECUTION VERSION

INVESTMENT AGREEMENT

dated as of January 4, 2019

by and among

AGILON HEALTH TOPCO, INC.

as the Company

and

EACH ENTITY LISTED ON EXHIBIT A HERETO

as a Purchaser

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
1.1	Definitions		1
ARTICLE II
SALE AND ISSUANCE OF SHARES
2.1	Sale and Issuance of Shares		7
2.2	Closing		7
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.1	Organization, Authority; Binding Agreement		8
3.2	Capitalization		8
3.3	No Conflicts		9
3.4	Litigation		9
3.5	Financial Statements		9
3.6	Brokers and Finders		10
3.7	Stockholders’ Agreement Amendment		10
3.8	No Other Representations and Warranties		10
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASERS
4.1	Organization; Authority; Binding Agreement		10
4.2	No Conflicts		11
4.3	No Additional Representations; Inspection		11
4.4	Evaluation and Ability to Bear Risks		12
4.5	Purchase for Investment		12
4.6	Litigation		12

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4.7	Brokers and Finders	12
ARTICLE V
PUT OPTION AND TRANSFER
5.1	Grant of Put Option	13
5.2	Procedures	13
5.3	Consummation of Sale	13
5.4	Cooperation	13
5.5	Closing	14
5.6	Inter-Fund Transfer	14
ARTICLE VI
POST-CLOSING COVENANTS
6.1	Information Rights	14
6.2	Public Listing Undertaking	14
ARTICLE VII
MISCELLANEOUS
7.1	Nonsurvival of Representations; Warranties and Covenants	15
7.2	Expenses	15
7.3	Specific Performance	15
7.4	Notices	15
7.5	No Assignment; Binding Effect	16
7.6	Entire Agreement	16
7.7	Confidentiality	16
7.8	Transfer Taxes	17
7.9	Amendments, Supplements, Etc.	17
7.10	Headings and Captions	17
7.11	Counterparts	17
7.12	Governing Law; Jurisdiction; Venue	17
7.13	Further Assurances	18
7.14	Third-Party Beneficiaries	18
7.15	Severability	18

EXHIBIT A: LIST OF PURCHASERS

EXHIBIT B: MORGAN STANLEY INVESTMENT AGREEMENT

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INVESTMENT AGREEMENT

This Investment Agreement, dated as of January 4, 2019 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is by and among Agilon Health Topco, Inc., a Delaware corporation (the “Company”), and each entity listed on Exhibit A attached hereto, as amended from time to time, severally and not jointly (each, a “Purchaser”). The Company and each Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, the Company proposes to issue and sell to each Purchaser, and each Purchaser proposes to acquire, shares of common stock, par value $0.01 per share of the Company (“Common Stock”); and

WHEREAS, simultaneously with this Agreement, (i) the Company and each Purchaser have entered into the Adoption Agreement (as defined below) and the Registration Rights Agreement (as defined below) and (ii) the Company and CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (the “Major Holder”), have entered into the Stockholders’ Agreement Amendment (as defined below).

NOW, THEREFORE, in consideration of the foregoing, and the agreements, covenants, representations, warranties and indemnities contained in this Agreement, each Purchaser and the Company hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. For purposes of this Agreement, the following terms have the meanings set forth below:

“1933 Act” has the meaning as defined in Section 4.4.

“Actions or Proceedings” means any action, suit, proceeding or arbitration.

“Adoption Agreement” means the Adoption Agreement, dated as of the date hereof, by and among the Company and each Purchaser, pursuant to which each Purchaser will become party to the Stockholders’ Agreement, as amended by the Stockholders’ Agreement Amendment.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise.

“Anchor Markets” means markets determined by the Company to be material to the business of the Company and its Subsidiaries.

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“ Agreement” has the meaning as defined in the preamble.

“Approvals” means, with respect to the Purchased Shares, all Consents with respect to the transactions contemplated by this Agreement.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York, are authorized or obligated by applicable law or executive order to be closed.

“Capital Stock” means: (i) any shares, interests, participations or other equivalents (however designated) of capital stock of a corporation; (ii) any ownership interests in a Person other than a corporation, including membership interests, partnership interests, joint venture interests and beneficial interests and (iii) any warrants, options, convertible or exchangeable securities, subscriptions, rights (including any preemptive or similar rights), calls or other rights to purchase or acquire any of the foregoing.

“Closing” has the meaning as defined in Section 2.2.

“Closing Date” has the meaning as defined in Section 2.2.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” has the meaning as defined in the recitals.

“Company” has the meaning as defined in the preamble.

“Company Debt” means, with respect to the Company or any of its Subsidiaries and without duplication, any Liabilities (i) with respect to indebtedness for borrowed money, whether current, short-term or long-term and whether secured or unsecured, (ii) in respect of leases or other arrangements conveying the right to use that are required to be classified as capital lease obligations in accordance with GAAP, (iii) with respect to notes, bonds, debentures or other securities or other instruments, (iv) for the deferred purchase price of property or other assets, including any such amounts that may become payable under any Contract executed and delivered prior to the date hereof but where the transactions contemplated by such Contract have not been consummated prior to the date hereof, but excluding any earn-out or similar payments which are not yet due and payable, (v) with respect to interest rate or currency swaps, collars, caps and similar hedging obligations, (vi) in respect of conditional sale or other title retention agreements with respect to property acquired, (vii) with respect to letters of credit, bankers acceptances or similar credit transactions (other than any undrawn amount in respect of such letters of credit or similar credit transactions) or any bank overdrafts or similar charges, (viii) with respect to all accrued interest, premiums, penalties, redemption costs, breakage costs and other charges in respect of each of the foregoing in clauses (i) through (vii), and (ix) of the types referred to in clauses (i) through (viii) above of any Person that are either guaranteed (including under any “keep well” or similar arrangement) by, or secured (including under any letter of credit, banker’s acceptance or similar credit transaction) by any Lien upon any property or asset owned by, the Company or any of its Subsidiaries.

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“Company Group” means the Company, its Subsidiaries and affiliated independent physician associations.

“Company Information” has the meaning as defined in Section 6.1(a).

“Company’s Knowledge” means the actual knowledge of any of Ronald Kuerbitz, Kenny Bellendir or Ted Halkias.

“Confidentiality Agreement” means the letter agreement, dated as of November 21, 2018, by and between Opco (as defined below) and Capital Research and Management Company.

“Consent” means any consent, approval or authorization.

“Contract” means any legally binding: contract, indenture, note, bond, lease, license, instrument, agreement, mortgage, option, warranty, purchase order, insurance policy or benefit plan, or other commitment, whether written or oral.

“Financial Statements” has the meaning as defined in Section 3.5.

“Fiscal Quarter” means any period of three (3) consecutive months ending on March 31, June 30, September 30 or December 31 of any calendar year.

“Fiscal Year” means the period of twelve (12) consecutive months ending on December 31 of any calendar year.

“GAAP” means generally accepted accounting principles in the United States.

“Government Authority” means any U.S. federal, state or local or any supra-national or non-U.S. government, political subdivision, governmental, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body.

“Holdings” means Agilon Health Holdings, Inc., a Delaware corporation and direct wholly-owned Subsidiary of the Company.

“Holdings Intermediate” means Agilon Health Intermediate Holdings, Inc., a Delaware corporation and direct wholly-owned Subsidiary of Holdings.

“IPO” has the meaning as defined in Section 6.2.

“Law” means any U.S. federal, state, local or non-U.S. statute, law, ordinance, regulation, rule, code, order or other requirement or rule of law (including common law).

“Liability” or “Liabilities” means any liability, debt, guarantee, claim, demand, expense, commitment or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) of every kind and description, including all costs and expenses related thereto.

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“Lien” means any lien, pledge, claim, security interest, encumbrance, charge, option, right of first refusal, proxy, voting trust or agreement, restriction or limitation of any kind, whether arising by agreement, operation of Law or otherwise.

“Major Holder” has the meaning as defined in the recitals.

“Medicaid” means, collectively, the health care assistance program established by Title XIX of the Social Security Act and any statutes succeeding thereto, and all Laws, rules, regulations, manuals, orders or guidelines (whether or not having the force of Law) pertaining to such program, in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare” means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any statutes succeeding thereto, and all Laws, rules, regulations, manuals, orders or guidelines (whether or not having the force of Law) pertaining to such program, in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare Advantage Plans” means, collectively, health plans offered under Part C of Medicare.

“Morgan Stanley Investment Agreement” means that Investment Agreement, dated November 7, 2018, among the Company and certain parties thereto attached hereto as Exhibit B.

“Morgan Stanley Put Purchase Price” means the Put Purchase Price (as defined in the Morgan Stanley Investment Agreement).

“Morgan Stanley Put Right Closing” means a Put Right Closing (as defined in the Morgan Stanley Investment Agreement).

“Morgan Stanley Put Shares” means the Put Shares (as defined in the Morgan Stanley Investment Agreement).

“Opco” means agilon health, inc. (f/k/a CD&R Vector Parent, Inc.), a Delaware corporation and direct wholly-owned Subsidiary of Holdings Intermediate.

“Option” means any option to purchase shares of Common Stock issued pursuant to the Agilon Health Topco, Inc. Stock Incentive Plan.

“Order” means any order, writ, judgment, injunction, temporary restraining order, decree, stipulation, determination or award entered by or with any Government Authority.

“Organizational Documents” means (i) any certificate, articles or memorandum filed with any state, country or other jurisdiction which filing forms a Person and (ii) all agreements, documents or instruments governing the internal affairs of a Person, including such Person’s by-laws, codes of regulations, partnership or limited partnership agreements, limited liability company agreements and operating agreements.

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“Parties” has the meaning as defined in the preamble.

“Permitted Liens” means (i) mechanics’, carriers’, workmen’s, repairmen’s or similar Liens arising or incurred in the ordinary course of business for amounts which are not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by the Company and its Subsidiaries and, in the case of Liens being contested, for which appropriate reserves have been established on the Financial Statements in accordance with GAAP; (ii) Liens for Taxes, assessments and any other governmental charges which are not yet due and payable or which are being contested in good faith by appropriate proceedings and, in the case of Liens being contested, for which appropriate reserves have been established on the Financial Statements in accordance with GAAP; (iii) all building codes, zoning ordinances and similar applicable Laws heretofore, now or hereafter enacted, made or issued by any Governmental Authority affecting the Real Property, or any portion thereof, which do not or would not, individually or in the aggregate, impair in any material respect the value, or the present use, occupancy or operation of the Real Property to which they relate; (iv) all easements, rights-of-way, servitudes, covenants, conditions, restrictions, reservations, licenses, agreements, imperfections of title and other similar matters which are of record and which do not, individually or in the aggregate, impair in any material respect the present use of the Real Property to which they relate; and (v) any other Liens arising pursuant to Company Debt.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or Governmental Authority.

“Preferred Stock” has the meaning as defined in Section 3.2.

“Purchase Price” has the meaning as defined in Section 2.1.

“Purchased Shares” has the meaning as defined in Section 2.1.

“Purchaser” has the meaning as defined in the preamble.

“Put Event” has the meaning set forth in Section 5.1.

“Put Event Shares” means, with respect to each Purchaser, the total Purchased Shares purchased by such Purchaser hereunder multiplied by a fraction, (i) the numerator of which is the number of Morgan Stanley Put Shares purchased by the Company pursuant to a Morgan Stanley Put Right Closing and (ii) the denominator of which 264,440 shares of Common Stock.

“Put Exercise Notice” has the meaning as defined in Section 5.2(a).

“Put Purchase Price” means an amount equal to the applicable Morgan Stanley Put Purchase Price pursuant to a Morgan Stanley Put Right Closing giving rise to a Put Event in Section 5.1.

“Put Right” has the meaning set forth in Section 5.1.

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“Put Right Closing” has the meaning as defined in Section 5.3.

“Put Right Closing Date” has the meaning as defined in Section 5.2(b).

“Put Shares” has the meaning as defined in Section 5.2(a).

“Real Property” means all real property and interests in real property owned or leased by the Company or any of its Subsidiaries.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, by and among the Company and Purchasers.

“Representative” means, with respect to any Person, any officer, director, principal, manager, member, attorney, accountant, agent, employee, consultant, financial advisor or other authorized representative of such Person.

“Share Register” has the meaning as defined in Section 2.2(a).

“Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of April 27, 2017, as amended on November 7, 2018 and as further amended from time to time, by and among:

1. the Company;

2. COPC Practice Management, LLC;

3. Canadian Pooled Funds-Global Opportunity Fund I;

4. Morgan Stanley Investment Funds-Global Opportunity Fund;

5. Growth Trust;

6. Morgan Stanley Investment Funds-US Growth Fund;

7. Morgan Stanley Multi Cap Growth Trust;

8. Morgan Stanley Institutional Fund Trust-Mid Cap Growth Portfolio;

9. Morgan Stanley Variable Insurance Fund, Inc. Growth Portfolio;

10. NGS Super Pty Limited;

11. Morgan Stanley Variable Insurance Fund, Inc.-Mid Cap Growth Portfolio;

12. Small Company Growth Trust;

13. The Employee Benefits Committee of American Airlines, Inc. and US Airways, Inc.;

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14. Morgan Stanley Institutional Fund, Inc.-Growth Portfolio;

15. Morgan Stanley Institutional Fund, Inc.-Global Opportunity Portfolio;

16. Russell Investment Company V plc-Russell Investments Global Ethical Equity Fund; and

17. Brighthouse Funds Trust I – Morgan Stanley Mid Cap Growth Fund.

“Stockholders’ Agreement Amendment” means the Second Amendment to the Stockholders’ Agreement, dated as of the date hereof, by and between the Company and the Major Holder.

“Subsidiaries” of any specified entity means any other entity of which such first Person owns (either directly or through one or more other Subsidiaries) at least a majority of the outstanding equity securities or securities carrying a majority of the voting power in the election of the board of directors or other governing body of such entity, and with respect to which entity such first Person is not otherwise prohibited contractually or by other legally binding authority from exercising control.

“Tax” means: any tax, charge, assessment, duty, levy, fee or similar governmental charge of any kind (including any interest, additions to tax, or civil or criminal penalties thereon).

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement or other form required to be supplied to a Governmental Authority in connection with Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Transaction Documents” means this Agreement, the Adoption Agreement, the Stockholders’ Agreement Amendment and the Registration Rights Agreement.

ARTICLE II

SALE AND ISSUANCE OF SHARES

2.1 Sale and Issuance of Shares. The Company hereby issues and sells to each Purchaser, and each Purchaser hereby purchases and acquires from the Company, such amount of shares of Common Stock set forth next to such Purchaser’s name in Exhibit A attached hereto in electronic book-entry form (each a “Purchased Share” and collectively, the “Purchased Shares”), free of Liens (other than Liens imposed under applicable securities Law or the Stockholders’ Agreement), for an aggregate purchase price of $75,000,094.64 (the “Purchase Price”).

2.2 Closing. The closing of the sale and purchase of the Purchased Shares (the “Closing”) shall take place at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022, simultaneously with the execution and delivery of this Agreement. The date on which the Closing actually occurs is referred to hereinafter as the “Closing Date”.

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At the Closing:

(a) the Company shall deliver to each Purchaser (i) an electronic .pdf of the Company’s current share register indicating the Purchased Shares purchased by such Purchaser (the “Share Register”) and (ii) duly executed copies of the Stockholders’ Agreement Amendment, the Adoption Agreement and the Registration Rights Agreement; and

(b) Each Purchaser shall (i) pay to the Company, by wire transfer of immediately available funds to an account designated by the Company prior to the date hereof, an amount equal to such Purchaser’s portion of the Purchase Price and (ii) deliver to the Company a duly executed copy of the Adoption Agreement and the Registration Rights Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to each Purchaser as set forth below:

3.1 Organization, Authority; Binding Agreement.

(a) Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite power and authority to own and hold its assets and properties and to conduct its business as now owned, held, and conducted in its jurisdiction of organization and in the other jurisdictions in which it is required to register or qualify to do business. The Company has the requisite power and authority to enter into and to perform its obligations under this Agreement and the Transaction Documents to which it is a party. The execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party have been duly authorized by all necessary action on the part of the Company.

(b) This Agreement has been, and each of the Transaction Documents to be executed and delivered by the Company will be, duly executed and delivered by the Company, and this Agreement is, and each of the Transaction Documents, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, receivership, moratorium, conservatorship, reorganization, or other Laws of general application affecting the rights of creditors generally or by general principles of equity.

3.2 Capitalization. The authorized share capital of the Company consists of 5,000,000 shares of Common Stock and no shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). As of the date hereof, there are (i) 2,721,191 shares of Common Stock issued and outstanding, (ii) no shares of Preferred Stock issued and outstanding, (iii) 20,000 shares of Common Stock issued and held in the treasury of the Company and (iv)

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374,250 shares of Common Stock subject to outstanding Options with a weighted average exercise price of $188.55 per share. All of the issued and outstanding Capital Stock of the Company has been duly authorized and is validly issued, fully paid, nonassessable, free of Liens (other than Liens imposed under applicable securities Law), and has not been issued in violation of any preemptive or similar rights or any applicable Law. Except for the Capital Stock referred to in the first sentence of this Section 3.2, there is no Capital Stock of the Company issued, reserved for issuance or outstanding and no outstanding options, warrants, convertible or exchangeable securities, subscriptions, rights (including any preemptive rights), equity appreciation rights, calls or commitments of any character whatsoever to which the Company is a party or is bound requiring the issuance or sale of any Capital Stock of the Company. The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or are convertible into, exchangeable for or evidencing the right to subscribe for or acquire securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company or any of its Subsidiaries is a party or by which any of them are bound to (x) repurchase, redeem or otherwise acquire any Capital Stock of the Company or (y) vote or dispose of any Capital Stock of the Company and no Person has any right of first offer, right of first refusal or preemptive right in connection with any future offer, sale or issuance of any Capital Stock of the Company. The Purchased Shares are duly authorized and validly issued, fully paid, nonassessable, free of Liens (other than Liens imposed under applicable securities Law) and have not been issued in violation of any preemptive or similar rights.

3.3 No Conflicts. Neither the execution and delivery of this Agreement or any Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will (i) violate, breach, or be in conflict with any provisions of the Organizational Documents of the Company, (ii) result in the creation or imposition of any Lien upon any property, rights or assets of the Company, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material Contract to which the Company is a party or by which the Company is bound or to which any of its properties or assets is subject, or (iv) violate any Law, Order of any Governmental Authority to which the Company is subject, or by which any of its properties or assets is bound.

3.4 Litigation. There are no Actions or Proceedings pending or, to the Company’s Knowledge, threatened against the Company, at Law or in equity, before or by any Governmental Authority, which call into question the validity of this Agreement or the Transaction Documents to which the Company is a party or which would reasonably be expected to prevent the consummation by the Company of the transactions contemplated by this Agreement or the Transaction Documents.

3.5 Financial Statements. The Company has provided to each Purchaser (a) the audited balance sheet of Opco and its Subsidiaries as of December 31, 2017, and the related audited statements of operations and cash flows provided by the Company and (b) the unaudited balance sheet of Opco and its Subsidiaries as of September 30, 2018 (collectively, the “Financial Statements”). To the Company’s Knowledge, the Financial Statements have been prepared from the books and records of Opco in accordance with GAAP applied on a consistent basis throughout the periods covered (except as indicated in the notes thereto). To the Company’s Knowledge, the Financial Statements fairly present in all material respects, in accordance with GAAP, the financial position, results of operations, and changes in the capital and cash flows of Opco as of the dates and for the periods indicated. Holdings and Holdings Intermediate do not conduct any business operations.

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3.6 Brokers and Finders. No person, firm, corporation or entity acting for or on behalf of the Company is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from any of the Parties in connection with any of the transactions contemplated by this Agreement or the Transaction Documents.

3.7 Stockholders’ Agreement Amendment. The Stockholders’ Agreement Amendment does not materially and disproportionately adversely affect a Stockholder (as defined in the Stockholders’ Agreement) that is not a party to the Stockholders’ Agreement Amendment in a materially different manner than all of the other Stockholders.

3.8 No Other Representations and Warranties. Except for the representations and warranties expressly set forth in this ARTICLE III, neither the Company nor any other Person has made, makes or shall be deemed to make any other representation or warranty of any kind whatsoever, express or implied, written or oral, at Law or in equity by the Company itself or on behalf of the Company or any other the Company or on behalf of the Company or any of its Subsidiaries, including any representation or warranty regarding the Company, any Purchased Shares, or any assets or Liabilities of the Company or any of its Subsidiaries or Affiliates, or any other rights or Liabilities to be transferred pursuant to this Agreement or the Transaction Documents or any other matter, and the Company hereby disclaims all other representations and warranties of any kind whatsoever, express or implied, written or oral, at Law or in equity. The Company hereby disclaims all Liability and responsibility for all projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) to any Purchaser, any of its Affiliates, or any of its or their respective Representatives, including omissions therefrom. Without limiting the foregoing, the Company does not make any representation or warranty of any kind whatsoever, express or implied, written or oral, at Law or in equity, to any Purchaser, any of its Affiliates, or any of its or their respective Representatives regarding the success, profitability or value of the Company or any of its Subsidiaries or any of their respective Affiliates.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASERS

Each Purchaser hereby represents and warrants to the Company as set forth below:

4.1 Organization; Authority; Binding Agreement.

(a) Such Purchaser is duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its organization and has the requisite power and authority to own and hold its properties and assets and to conduct its business as now owned, held, and conducted in its jurisdiction of organization and in the other jurisdictions in which it is required

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to register or qualify to do business. Such Purchaser has the requisite power and authority to enter into and to perform its obligations under this Agreement and the Transaction Documents to which it is a party. The execution, delivery and performance by such Purchaser of this Agreement and the Transaction Documents to which it is a party, have been duly authorized by all necessary action on the part of such Purchaser.

(b) This Agreement has been, and each of the Transaction Documents to be executed and delivered by such Purchaser will be, duly executed and delivered by such Purchaser, and this Agreement is, and each of the Transaction Documents, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid, and binding obligations of such Purchaser, enforceable against such Purchaser in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, receivership, moratorium, conservatorship, reorganization, or other Laws of general application affecting the rights of creditors generally or by general principles of equity.

4.2 No Conflicts. Except as specifically provided for in the Transaction Documents, neither the execution and delivery of this Agreement or any Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will (i) violate, breach, or be in conflict with any provisions of the Organizational Documents of such Purchaser, (ii) result in the creation or imposition of any Lien upon any property, rights or assets of such Purchaser, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Contract to which such Purchaser is a party or by which such Purchaser is bound or to which any of their respective properties or assets is subject, or (iv) violate any Law, Order of any Government Authority to which such Purchaser is subject, or by which any of their respective properties or assets is bound.

4.3 No Additional Representations; Inspection.

(a) Notwithstanding anything contained in ARTICLE II or any other provision of this Agreement, such Purchaser acknowledges and agrees that none of the Company or any of its Affiliates is making or has made any representation or warranty whatsoever, express or implied, including any implied warranty of merchantability or suitability, as to the Company, its Subsidiaries or any assets of the Company or its Subsidiaries, other than the representations and warranties expressly set forth in ARTICLE II, and that the Common Stock is being sold “as is” and “where is”. In addition, such Purchaser acknowledges and agrees that any cost estimates, projections and predictions contained or referred to in the materials that have been provided or made available to such Purchaser by or on behalf of the Company are not and shall not be deemed to be representations or warranties of the Company or any of its Affiliates.

(b) Such Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigations into and, based thereon, has formed an independent judgment concerning the Company and its Subsidiaries, (ii) has been provided with adequate access to such information, documents and other materials relating to the Company and its Subsidiaries as it has deemed necessary to enable it to form such independent judgment, (iii) has had such time as such Purchaser deems necessary and appropriate to fully and completely review and analyze

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such information, documents and other materials and (iv) has been provided an opportunity to ask questions of the Company with respect to such information, documents and other materials and has received satisfactory answers to such questions. Such Purchaser further acknowledges and agrees that none of the Company or any of its Affiliates has made any representations or warranties, express or implied, as to the accuracy or completeness of such information, documents and other materials other than the representations and warranties contained in this Agreement.

4.4 Evaluation and Ability to Bear Risks. Such Purchaser has such knowledge and experience in financial and business affairs that such Purchaser is capable of evaluating the merits and risks of purchasing, and other considerations relating to, the Purchased Shares to be purchased by such Purchaser pursuant to this Agreement, and such Purchaser has not relied in connection with such Purchaser’s purchase of the Purchased Shares upon any representations, warranties or agreements other than those set forth in this Agreement. Such Purchaser’s financial situation is such that such Purchaser can afford to bear the economic risk of holding the Purchased Shares it is acquiring for an indefinite period of time, and such Purchaser can afford to suffer the complete loss of the Purchased Shares. Such Purchaser is an “accredited investor” as such term is defined in rule 501 of Regulation D promulgated under the Securities Act of 1933 (the “1933 Act”).

4.5 Purchase for Investment. Such Purchaser is not acquiring the Purchased Shares it is acquiring with a view to or for sale in connection with any distribution of all or any part of such Purchased Shares. Such Purchaser will not, directly or indirectly, transfer, assign, sell or pledge all or any part of the Purchased Shares it is acquiring (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Purchased Shares) except in accordance with (a) the registration provisions of the 1933 Act or an exemption from such registration provisions, (b) any applicable state or non-U.S. securities Laws and (c) the terms of the Stockholders’ Agreement and this Agreement. Such Purchaser understands that such Purchaser must bear the economic risk of such Purchaser’s investment in the Purchased Shares it is acquiring for an indefinite period of time because, among other reasons, the offering and sale of the Purchased Shares have not been registered under the 1933 Act and, therefore, the Purchased Shares cannot be sold other than through a privately negotiated transaction unless they are subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser also understands that transfers of the Purchased Shares are further restricted by the provisions of the Stockholders’ Agreement, and may be restricted by applicable state and non-U.S. securities Laws, and that no market exists or is expected to develop for the Purchased Shares.

4.6 Litigation. There are no Actions or Proceedings pending against such Purchaser, at Law or in equity, before or by any Governmental Authority, which, call into question the validity or which would reasonably be expected to prevent the consummation of the transactions contemplated by this Agreement or any of the Transaction Documents.

4.7 Brokers and Finders. Such Purchaser has not incurred, and will not incur, directly or indirectly, any Liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or the Transaction Documents or any transaction contemplated hereby or thereby.

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ARTICLE V

PUT OPTION AND TRANSFER

5.1 Grant of Put Option. If a Morgan Stanley Put Right Closing occurs after the Closing (a “Put Event”), each Purchaser shall have the right (the “Put Right”), but not the obligation, to cause the Company to purchase such number of the Put Event Shares elected by such Purchaser at the relevant Put Purchase Price, subject to the terms and conditions set forth in Section 5.2.

5.2 Procedures.

(a) The Company shall inform each Purchaser in writing within five (5) Business Days of the occurrence of a Put Event.

(b) If a Purchaser desires to sell any of the Purchased Shares pursuant to Section 5.1, such Purchaser shall within thirty (30) days of the occurrence of the Put Event deliver to the Company (A) a written notice (the “Put Exercise Notice”) exercising such applicable Put Right and specifying the number of Purchased Shares to be sold (the “Put Shares”) by such Purchaser; provided that the number of Put Shares exercised by such Purchaser pursuant to a Put Event shall not exceed such Purchaser’s number of the Put Event Shares with respect to such Put Event and (B) a certificate signed by a duly authorized officer of such Purchaser stating that (i) such Purchaser has full right, title and interest in and to such Put Shares,

(ii) such Purchaser has all the necessary power and authority and has taken all necessary action to sell such Put Shares as contemplated by this ARTICLE V and (iii) such Put Shares are free and clear of any and all Liens. Any applicable Purchaser may deliver multiple Put Exercise Notices to the Company so long as such Purchaser continues to hold any Purchased Shares; provided that a Purchaser shall only be permitted to deliver a Put Exercise Notice with respect to any Purchased Shares once per occurrence of any Put Event.

(c) Subject to Section 5.3 below, the closing of any sale of Put Shares pursuant to this ARTICLE V shall take place no later than thirty (30) days following receipt by the Company of the Put Exercise Notice; provided that until the Put Right Closing occurs, any applicable Purchaser shall have the right to cancel and rescind the exercise of its Put Right by providing written notice to the Company. The Company shall give any applicable Purchaser at least three (3) days’ prior written notice of the date of closing of the Put Shares (the “Put Right Closing Date”).

5.3 Consummation of Sale. The Company shall pay the Put Purchase Price for the Put Shares by wire transfer of immediately available funds to an account specified by the relevant Purchaser on the Put Right Closing Date (the “Put Right Closing”).

5.4 Cooperation. The Company and each relevant Purchaser shall take all actions as may be reasonably necessary to consummate the sale contemplated by this ARTICLE V, including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate.

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5.5 Closing. At any Put Right Closing pursuant to this ARTICLE V, the applicable Purchaser shall deliver to the Company the Purchased Shares to be sold.

5.6 Inter-Fund Transfer. Any Purchaser may transfer any Purchased Shares owned by such Purchaser to another fund or account managed, advised or sub-advised by an affiliated investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, pursuant to a merger or reorganization of such Purchaser so long as the following requirements are met: (i) written notice is provided to the Company promptly after such merger or reorganization; (ii) a customary stock transfer agreement is provided promptly, and, in any event, within five (5) days of receipt of the notice provided in accordance with Section 7.4 hereof, in form reasonably satisfactory to the Company and containing no substantive new obligations or requirements of the transferee to which the transferor is not already subject, executed by the transferee and the transferor; and (iii) the transferee becomes a party to the Stockholders’ Agreement, as amended by Stockholders’ Agreement Amendment, in accordance with the terms therein.

ARTICLE VI

POST-CLOSING COVENANTS

6.1 Information Rights.

(a) From and after the Closing and for so long as any Purchaser owns any Purchased Shares, the Company shall furnish to such Purchaser the following information (collectively, “Company Information”):

(i) Quarterly Business Reports. Within fifty (50) days after the end of each Fiscal Quarter of each Fiscal Year beginning with the Fiscal Quarter ending March 31, 2019, a report containing the following information with respect to such Fiscal Quarter: (1) the number of physicians on the customer relations management platform of the Company Group as of the end of such Fiscal Quarter, (2) the Company Group’s revenue derived from Medicare Advantage Plans, (3) the Company Group’s revenue derived from Medicaid, (4) the Company Group’s total revenue and (5) the number of Anchor Markets in which the Company Group participated.

(ii) Quarterly Balance Sheet Reports. Within fifty (50) days after the end of each of the first three Fiscal Quarters of each Fiscal Year beginning with the Fiscal Quarter ending March 31, 2019, consolidated unaudited balance sheets of Opco and its Subsidiaries as of the end of such Fiscal Quarter.

(iii) Annual Balance Sheet Reports. Within one hundred (100) days after the end of each Fiscal Year beginning with the Fiscal Year ended December 31, 2018, the consolidated balance sheet of Opco and its Subsidiaries as of the end of such Fiscal Year.

6.2 Public Listing Undertaking. Following the Closing, the Company undertakes to pursue a public listing of the shares of Common Stock on the New York Stock Exchange or a similar exchange (an “IPO”) within twelve (12) months of the date hereof.

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ARTICLE VII

MISCELLANEOUS

7.1 Nonsurvival of Representations, Warranties and Covenants. None of the representations or warranties or, if any, the covenants or other agreements to be performed in whole or in part prior to the Closing, contained in this Agreement, or in any instrument or certificate delivered at Closing, shall survive the Closing or termination of this Agreement, and the Company shall not have any liability after the Closing in respect thereof, except for covenants and agreements which contemplate performance after the Closing or termination of this Agreement or otherwise expressly by their terms survive the Closing or termination of this Agreement, each of which shall survive in accordance with its terms. The Confidentiality Agreement shall survive termination of this Agreement in accordance with its terms.

7.2 Expenses. Each Purchaser, on the one hand, and the Company, on the other hand, shall pay all of their own fees and expenses (including attorneys’ fees) incurred in connection with this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby.

7.3 Specific Performance. Purchasers, on the one hand, and the Company, on the other hand, hereby acknowledge and agree that money damages would not be a sufficient remedy for any breach of any provision of this Agreement by the other. In such event, each agrees that the other Party shall have the right, in addition to any other rights it may have (whether at Law or in equity), to seek specific performance and injunctive or other equitable relief as a remedy for any such breach of this Agreement. No failure or delay by any Party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

7.4 Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given and received when delivered in person, when received by electronic mail, or one (1) day after duly sent by overnight courier, addressed as follows (or at such other address for a party as shall be specified by like notice):

(a) if to a Purchaser to:

c/o Capital Research and Management Company

333 South Hope Street, 55th Floor

Los Angeles, CA 90071

Attention:         Erik A. Vayntrub

Email:               [***]

with a copy (which shall not constitute notice) to:

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c/o Capital Research and Management Company

630 Fifth Avenue, 36th Floor

New York, NY 10111

Attention:         Diana Wagner

Email:               [***]

(b) if to the Company to:

Agilon Health Topco, Inc.

One World Trade Center, Suite 2050

Long Beach, CA 90831

Attention: Ronald Kuerbitz

with a copy to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10153

Attention:        Kevin Rinker

                         Christopher Anthony

Email:             karinker@debevoise.com

                         canthony@debevoise.com

7.5 No Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by any Party without the prior written consent of the other Party, and any attempt to do so shall be void, except for assignments and transfers by operation of Law. This Agreement shall be binding upon, inure to the benefit of, and may be enforced by, each of the parties to this Agreement and its successors and permitted assigns.

7.6 Entire Agreement. This Agreement supersedes any other agreement, whether written or oral, that may have been made or entered into by the Parties hereto relating to the matters contemplated hereby and constitutes the entire agreement of the Parties with respect to the subject matter hereof. Nothing herein shall amend or supersede the provisions of the Confidentiality Agreement.

7.7 Confidentiality. Except (i) as required or expressly permitted by this Agreement, (ii) as may be necessary in order to give the notices to obtain any prior regulatory approval or the Approvals, (iii) as necessary to consult with attorneys, accountants, employees, or other advisors retained in connection with the transactions contemplated hereby, (iv) as required by court order or otherwise mandated by Law or by Contract to which the Company or any Purchaser is a party, (v) as requested or required by any Governmental Authority having regulatory or supervisory authority over any Party hereto (or any Affiliate of any Party hereto), or (vi) in connection with legally required disclosure documents prepared by the Company, any Purchaser or any Affiliate of either, (A) no such party shall issue any news release or other public notice or communication or otherwise make any disclosure to third parties concerning this Agreement or any Transaction Document or the transactions contemplated hereby or thereby without the prior consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), (B) no Purchaser shall issue any news release or other public notice or

16

communication or otherwise make any disclosure to third parties concerning any non-public information or materials concerning or relating to the Company, including any Company Information, without the prior consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) and (C) the Company shall not issue any news release or other public notice or communication or otherwise make any disclosure to third parties concerning any non-public information or materials concerning or relating to any Purchaser without the prior consent of such Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). Even in cases where such prior consent is not required, any such Purchaser, on the one hand, and the Company, on the other hand, shall promptly notify the other Party of such release in advance in order to provide a reasonable opportunity to the other Party to prepare a corresponding or other similar release or other action on a timely basis.

7.8 Transfer Taxes. All stamp, transfer, documentary, sales and use, value-added, excise, license, filing, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the consummation of the transactions contemplated by this Agreement (collectively, the “Transfer Taxes”) shall be borne equally by the Company, on the one hand, and Purchasers, on the other hand. Any Tax Returns and other documentation that must be filed with respect to Transfer Taxes shall be prepared and filed when due by the party primarily or customarily responsible under applicable local Law for the filing of such Tax Returns or other documentation, and such party shall use its commercially reasonable efforts to provide drafts of such Tax Returns and other documentation to the other party at least ten (10) Business Days prior to the due date for such Tax Returns and other documentation. Such other party shall remit its share of Transfer Taxes shown on such Tax Returns received at least five (5) Business Days prior to the due date for such Tax Returns. Each party shall notify the other party if the first party receives any notice from a Governmental Authority with respect to Tax Returns filed pursuant to this Section 7.8 and the parties shall cooperate with each other in good faith to respond to any such notice or any other inquiry from a Governmental Authority.

7.9 Amendments, Supplements, Etc. This Agreement may be amended, supplemented or otherwise modified only by a writing signed by each Purchaser and the Company specifically referring to this Agreement. No term of this Agreement, nor performance thereof or compliance therewith, may be waived except by a writing signed by all of the Parties charged with giving such waiver.

7.10 Headings and Captions. The headings and captions in this Agreement are for reference purposes only and shall not affect the construction or interpretation of any provision of this Agreement.

7.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Facsimiles, e-mail transmission of .pdf signatures or other electronic copies of signatures shall be deemed to be originals.

7.12 Governing Law; Jurisdiction; Venue.

(a) This Agreement shall be governed by, and construed and enforced in accordance with, the Laws of the State of New York (whether in Contract or in tort) without giving effect to the principles of conflicts of Law thereof, other than Section 5-1401 of the General Obligations Law thereunder.

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(b) Each Purchaser and the Company hereby irrevocably submit to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the State, City and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby. Each of the Purchasers and the Company irrevocably agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, or with respect to any such action or proceeding, shall be heard and determined in such a New York State or federal court, and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each of the Purchasers and the Company hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that it is not subject to such jurisdiction. Each of the Purchasers and the Company hereby waives, and agrees not to assert, to the maximum extent permitted by Law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. Each of the Purchasers and the Company hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7.4 or in such other manner as may be permitted by Law, shall be valid and sufficient service thereof.

(c) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

7.13 Further Assurances. After the Closing, each of the Parties agrees to execute and deliver such additional documents, certificates and instruments, and to perform such additional acts, as may be reasonably necessary or appropriate to carry out all of the provisions of this Agreement and to consummate all the transactions contemplated by this Agreement with respect to the Purchased Shares transferred at the Closing on the terms set forth herein.

7.14 Third-Party Beneficiaries. This Agreement is not intended to, and does not, confer upon any other Person any rights or remedies hereunder.

7.15 Severability. Should any provision of this Agreement for any reason be declared invalid or unenforceable, such decision shall not affect the validity or enforceability of any of the other provisions of this Agreement, which other provisions shall remain in full force and effect and the application of such invalid or unenforceable provision to Persons or circumstances other than those as to which it is held invalid or unenforceable shall be valid and be enforced to the fullest extent permitted by applicable Law.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Company and each Purchaser have caused this Agreement to be duly executed and delivered as of the date first above written.

THE COMPANY:
AGILON HEALTH TOPCO, INC.
By:	/s/ Ravi Sachdev
	Name: Ravi Sachdev
	Title: President

[Signature Page to Investment Agreement]

PURCHASERS:
THE NEW ECONOMY FUND
By:	Capital Research and Management Company, for and on behalf of The New Economy Fund
By:	/s/ Kenneth Gorvetzian
	Name: Kenneth Gorvetzian
	Title: Authorized Signer
SMALLCAP WORLD FUND, INC.
By:	Capital Research and Management Company, for and on behalf of SMALLCAP World Fund, Inc.
By:	/s/ Kenneth Gorvetzian
	Name: Kenneth Gorvetzian
	Title: Authorized Signer

[Signature Page to Investment Agreement]

EX-10.18.1

Exhibit 10.18.1

EXECUTION VERSION

FIRST AMENDMENT TO INVESTMENT AGREEMENT

This First Amendment, dated as of October 5, 2020 (this “Amendment”), to the Investment Agreement (as defined below) is entered into by and among Agilon Health Topco, Inc., a Delaware corporation (the “Company”), The New Economy Fund (“New Economy”) and SMALLCAP World Fund, Inc. (“SMALLCAP” and together with New Economy, the “Purchasers” and each, a “Purchaser”). The Company and each Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, the Company and the Purchasers are party to the Investment Agreement, dated January 4, 2019 (as amended from time to time, the “Investment Agreement”), pursuant to which the Company issued, and each Purchaser acquired, Common Stock of the Company as set forth therein;

WHEREAS, under Section 6.1 of the Investment Agreement, the Purchasers have certain information rights;

WHEREAS, Section 7.9 of the Investment Agreement requires the Company and each Purchaser to agree in writing to any amendments to the Investment Agreement; and

WHEREAS, the Parties desire to amend the Investment Agreement to provide for the expiration of the information rights set forth in Section 6.1 of the Investment Agreement upon the occurrence of an IPO.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.    Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Investment Agreement.

2.    Amendment to the Investment Agreement. As of the date hereof, the first sentence of Section 6.1(a) of the Investment Agreement is hereby amended and restated in its entirety as set forth below:

“(a) From and after the Closing and until the earlier to occur of (x) the relevant Purchaser no longer owning any Purchased Shares and (y) the consummation of an IPO, the Company shall deliver to such Purchaser the following information (collectively, “Company Information”):”

3.    Date of Effectiveness; Limited Effect. This Amendment shall become effective as of the date first written above. Except as expressly provided in this Amendment, all of the terms and provisions of the Investment Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the parties thereto. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Investment Agreement or as a waiver of or consent to any further or future action on the part of any Party that would require the waiver or consent of any other party. On and after the date hereof, each reference in the Investment Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Investment Agreement as amended by this Amendment.

4.    Miscellaneous. Sections 7.3 (Specific Performance), 7.4 (Notices), 7.5 (No Assignment; Binding Effect), 7.6 (Entire Agreement), 7.7 (Confidentiality), 7.9 (Amendments, Supplements, Etc.), 7.10 (Headings and Captions), 7.11 (Counterparts), 7.12 (Governing Law; Jurisdiction; Venue), 7.13 (Further Assurances), 7.14 (Third-Party Beneficiaries) and 7.15 (Severability) of the Investment Agreement shall apply to this Amendment mutatis mutandis.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

THE COMPANY:
AGILON HEALTH TOPCO, INC.
By:	/s/ Kenneth Bellendir
	Name: Kenneth Bellendir
	Title:   Vice President & Secretary

[Signature Page to First Amendment to the Investment Agreement]

PURCHASERS:
THE NEW ECONOMY FUND
By: Capital Research and Management Company, for and on behalf of The New Economy Fund
By:	/s/ Walter R. Burkley
Name:	Walter R. Burkley
Title:	Authorized Signatory
SMALLCAP WORLD FUND, INC.
By: Capital Research and Management Company, for and on behalf of SMALLCAP World Fund, Inc.
By:	/s/ Walter R. Burkley
Name:	Walter R. Burkley
Title:	Authorized Signatory

[Signature Page to First Amendment to Investment Agreement]

EX-10.19

Exhibit 10.19

EXECUTION VERSION

INVESTMENT AGREEMENT

dated as of March 4, 2020

by and among

AGILON HEALTH TOPCO, INC.

as the Company

and

EACH ENTITY LISTED ON EXHIBIT A HERETO

as a Purchaser

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS
1.1	Definitions		1
	ARTICLE II
	SALE AND ISSUANCE OF SHARES
2.1	Sale and Issuance of Shares		10
2.2	Closing		10
	ARTICLE III
	REPRESENTATIONS AND WARRANTIES OF THE COMPANY
3.1	Organization, Authority; Binding Agreement		11
3.2	Capitalization		12
3.3	No Conflicts		12
3.4	Litigation		13
3.5	Financial Statements		13
3.6	No Operations		13
3.7	Agreements; Actions		13
3.8	Intellectual Property		14
3.9	Compliance with Laws; Licenses and Permits		14
3.10	Transactions with Affiliates		15
3.11	Employee Benefits; Labor		15
3.12	Taxes		16
3.13	Stockholders’ Agreement Amendment		16
3.14	Insurance		17
3.15	Real Property Holding Corporation		17
3.16	Foreign Corrupt Practices Act		17
3.17	Anti-Money Laundering		17
3.18	No Shell Company		17

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3.19	Corporate Documents	17
3.20	No Investment Company	18
3.21	Data Privacy	18
3.22	Brokers and Finders	18
3.23	Side Letters	18
3.24	No Other Representations and Warranties	18
	ARTICLE IV
	REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
4.1	Organization; Authority; Binding Agreement	19
4.2	No Conflicts	19
4.3	No Additional Representations; Inspection	20
4.4	Evaluation and Ability to Bear Risks	20
4.5	Purchase for Investment; Qualified Institutional Buyer	21
4.6	Litigation	21
4.7	Brokers and Finders	21
	ARTICLE V
	PUT OPTION AND TRANSFER
5.1	Grant of Put Option	21
5.2	Procedures	22
5.3	Consummation of Sale	22
5.4	Cooperation	22
5.5	Closing	22
5.6	Affiliate and Inter-Fund Transfers	22
5.7	Termination	23
	ARTICLE VI
	POST-CLOSING COVENANTS
6.1	Information Rights	23
6.2	Right to Conduct Activities	24
6.3	Terms and Share Price Protection	24

ii

6.4	Consent Rights	24
6.5	D&O Indemnification	25
6.6	Use of Logos	25
6.7	Use of Purchasers’ Names	25
6.8	Web Site	26
6.9	Tax Information	26
6.10	Board Decks	26
6.11	Regulatory Investigations	27
	ARTICLE VII
	MISCELLANEOUS
7.1	Survival of Representations, Warranties and Covenants; Limitations on Liability	27
7.2	Reserved	28
7.3	Specific Performance	28
7.4	Notices	29
7.5	No Assignment; Binding Effect	29
7.6	Entire Agreement	30
7.7	Confidentiality	30
7.8	Transfer Taxes	31
7.9	Amendments, Supplements, Etc.	31
7.10	Headings and Captions	31
7.11	Counterparts	31
7.12	Governing Law; Jurisdiction; Venue	31
7.13	Further Assurances	32
7.14	Third-Party Beneficiaries	32
7.15	Severability	32

EXHIBIT A: LIST OF PURCHASERS

EXHIBIT B: MORGAN STANLEY INVESTMENT AGREEMENT

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INVESTMENT AGREEMENT

This Investment Agreement, dated as of March 4, 2020 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is by and among Agilon Health Topco, Inc., a Delaware corporation (the “Company”), and each entity listed on Exhibit A attached hereto, as amended from time to time, severally and not jointly (each, a “Purchaser”). The Company and each Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, the Company and each Purchaser are party to the Investment Agreement, dated as of January 4, 2019 (the “2019 Investment Agreement”), pursuant to which the Purchasers received certain shares of common stock of the Company, and the Company and each Purchaser are party to the Registration Rights Agreement, dated as of January 4, 2019 (the “Registration Rights Agreement”);

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, the Company proposes to issue and sell to each Purchaser, and each Purchaser proposes to acquire, additional shares of common stock, par value $0.01 per share of the Company (“Common Stock”); and

WHEREAS, simultaneously with this Agreement, (i) the Company and each Purchaser have entered into the Registration Rights Agreement Amendment (as defined below) and (ii) the Company and CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership (the “Major Holder”), have entered into the Stockholders’ Agreement Amendment (as defined below).

NOW, THEREFORE, in consideration of the foregoing, and the agreements, covenants, representations, warranties and indemnities contained in this Agreement, each Purchaser and the Company hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. For purposes of this Agreement, the following terms have the meanings set forth below:

“Actions or Proceedings” means any action, suit, proceeding or arbitration.

“Additional Shares” has the meaning as defined in Section 6.3.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise.

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“Anchor Markets” means markets determined by the Company to be material to the business of the Company and its Subsidiaries.

“Agreement” has the meaning as defined in the preamble.

“Approvals” means, with respect to the Purchased Shares, all Consents with respect to the transactions contemplated by this Agreement.

“Balance Sheet Date” has the meaning as defined in Section 3.5.

“Business” means the business and operations of the Company and its Subsidiaries as conducted as of the date hereof.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York, are authorized or obligated by applicable law or executive order to be closed.

“Cap” has the meaning as defined in Section 7.1(b).

“Capital Stock” means: (i) any shares, interests, participations or other equivalents (however designated) of capital stock of a corporation; (ii) any ownership interests in a Person other than a corporation, including membership interests, partnership interests, joint venture interests and beneficial interests and (iii) any warrants, options, convertible or exchangeable securities, subscriptions, rights (including any preemptive or similar rights), calls or other rights to purchase or acquire any of the foregoing.

“Capital World Entities” has the meaning as defined in Section 6.7.

“Closing” has the meaning as defined in Section 2.2.

“Closing Date” has the meaning as defined in Section 2.2.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” has the meaning as defined in the recitals.

“Company” has the meaning as defined in the preamble.

“Company Debt” means, with respect to the Company or any of its Subsidiaries and without duplication, any Liabilities (i) with respect to indebtedness for borrowed money, whether current, short-term or long-term and whether secured or unsecured, (ii) in respect of leases or other arrangements conveying the right to use that are required to be classified as capital lease obligations in accordance with GAAP, (iii) with respect to notes, bonds, debentures or other securities or other instruments, (iv) for the deferred purchase price of property or other

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assets, including any such amounts that may become payable under any Contract executed and delivered prior to the date hereof but where the transactions contemplated by such Contract have not been consummated prior to the date hereof, but excluding any earn-out or similar payments which are not yet due and payable, (v) with respect to interest rate or currency swaps, collars, caps and similar hedging obligations, (vi) in respect of conditional sale or other title retention agreements with respect to property acquired, (vii) with respect to letters of credit, bankers acceptances or similar credit transactions (other than any undrawn amount in respect of such letters of credit or similar credit transactions) or any bank overdrafts or similar charges, (viii) with respect to all accrued interest, premiums, penalties, redemption costs, breakage costs and other charges in respect of each of the foregoing in clauses (i) through (vii), and (ix) of the types referred to in clauses (i) through (viii) above of any Person that are either guaranteed (including under any “keep well” or similar arrangement) by, or secured (including under any letter of credit, banker’s acceptance or similar credit transaction) by any Lien upon any property or asset owned by, the Company or any of its Subsidiaries.

“Company Group” means the Company, its Subsidiaries and affiliated independent physician associations.

“Company Information” has the meaning as defined in Section 6.1.

“Company’s Knowledge” means the actual knowledge, after reasonable inquiry, of any of Ronald Kuerbitz, Kenny Bellendir, Ravi Sachdev, Derek Strum or Ted Halkias.

“Confidentiality Agreement” means the letter agreement, dated as of November 21, 2018, by and between Opco and Capital Research and Management Company.

“Consent” means any consent, approval or authorization.

“Contract” means any legally binding: contract, indenture, note, bond, lease, license, instrument, agreement, mortgage, option, warranty, purchase order, insurance policy or benefit plan, or other commitment, whether written or oral.

“Credit Agreement” means the Credit Agreement, dated as of July 1, 2016, by and among Opco, Holdings Intermediate, Deutsche Bank AG New York Branch and the banks and other financial institutions party thereto as lenders, as in effect as of the date hereof.

“Current Financing Round” means only those the issuances of shares of Common Stock pursuant to private placements (including pursuant to this Agreement) including and immediately subsequent to the issuance of Common Stock pursuant to the Investment Agreement, dated November 7, 2019, by and between the Company and Rock Springs Capital Master Fund LP, a Cayman Islands exempted limited partnership (“Subsequent Private Placements”), until and only including the first Subsequent Private Placement to the extent and only to the extent to which proceeds from all Subsequent Private Placements total $125,000,000 in the aggregate.

“Current Financing Shares” has the meaning as defined in Section 6.3.

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“Disclosure Schedules” means the Disclosure Schedules delivered by the Company concurrently with the execution and delivery of this Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and all rules, regulations, rulings and interpretations adopted by the Internal Revenue Service or the Department of Labor thereunder.

“FCPA” has meaning as defined in Section 3.16.

“Financial Statements” has the meaning as defined in Section 3.5.

“Fiscal Quarter” means any period of three (3) consecutive months ending on March 31, June 30, September 30 or December 31 of any calendar year.

“Fiscal Year” means the period of twelve (12) consecutive months ending on December 31 of any calendar year.

“Fraud” means actual and intentional fraud by a Party with respect to or in connection with the transactions contemplated by this Agreement, provided that at the time the representation or warranty underlying the claim for fraud was made (a) such representation or warranty was materially inaccurate, (b) such Party had actual knowledge (and not imputed or constructive knowledge), without any duty of inquiry or investigation, of the material inaccuracy of such representation or warranty, (c) such Party had the specific intent to deceive the other Party as an inducement to enter into this Agreement and (d) the other Party acted in reliance on such materially inaccurate representation or warranty and suffered or incurred financial injury or other damages as a result of such reliance. For the avoidance of doubt, “Fraud” shall not include any claim for equitable fraud, promissory fraud, unfair dealings fraud, or any torts (including a claim for fraud) based on negligence or recklessness.

“Fundamental Representations” has the meaning as defined in Section 7.1.

“GAAP” means generally accepted accounting principles in the United States.

“Government Authority” means any U.S. federal, state or local or any supra-national or non-U.S. government, political subdivision, governmental, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body.

“Holdings” means Agilon Health Holdings, Inc. (f/k/a CD&R Vector Topco, Inc.), a Delaware corporation and direct wholly-owned Subsidiary of the Company.

“Holdings Intermediate” means Agilon Health Intermediate Holdings, Inc. (f/k/a CD&R Vector Midco, Inc.), a Delaware corporation and direct wholly-owned Subsidiary of Holdings.

“Investment Company” has the meaning as defined in Section 3.20.

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“IPO” means the initial sale of Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act.

“Law” means any U.S. federal, state, local or non-U.S. statute, law, ordinance, regulation, rule, code, order or other requirement or rule of law (including common law).

“Liability” or “Liabilities” means any liability, debt, guarantee, claim, demand, expense, commitment or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) of every kind and description, including all costs and expenses related thereto.

“Liability Threshold” has the meaning as defined in Section 7.1(b).

“Lien” means any lien, pledge, claim, security interest, encumbrance, charge, option, right of first refusal, proxy, voting trust or agreement, restriction or limitation of any kind, whether arising by agreement, operation of Law or otherwise.

“Losses” means any and all damages, judgments, awards, liabilities, losses, obligations, claims of any kind or nature, fines and costs and expenses (including reasonable fees and expenses of attorneys, auditors, consultants and other agents).

“Major Holder” has the meaning as defined in the recitals.

“Medicaid” means, collectively, the health care assistance program established by Title XIX of the Social Security Act and any statutes succeeding thereto, and all Laws, rules, regulations, manuals, orders or guidelines (whether or not having the force of Law) pertaining to such program, in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare” means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any statutes succeeding thereto, and all Laws, rules, regulations, manuals, orders or guidelines (whether or not having the force of Law) pertaining to such program, in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare Advantage Plans” means, collectively, health plans offered under Part C of Medicare.

“Morgan Stanley Investment Agreement” means that Investment Agreement, dated November 7, 2018, among the Company and certain parties thereto attached hereto as Exhibit B.

“Morgan Stanley Put Purchase Price” means the Put Purchase Price (as defined in the Morgan Stanley Investment Agreement).

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“Morgan Stanley Put Right Closing” means a Put Right Closing (as defined in the Morgan Stanley Investment Agreement).

“Morgan Stanley Put Shares” means the Put Shares (as defined in the Morgan Stanley Investment Agreement).

“Opco” means agilon health, inc. (f/k/a CD&R Vector Parent, Inc.), a Delaware corporation and direct wholly-owned Subsidiary of Holdings Intermediate.

“Option” means any option to purchase shares of Common Stock issued pursuant to the Agilon Health Topco, Inc. Stock Incentive Plan.

“Order” means any order, writ, judgment, injunction, temporary restraining order, decree, stipulation, determination or award entered by or with any Government Authority.

“Organizational Documents” means (i) any certificate, articles or memorandum filed with any state, country or other jurisdiction which filing forms a Person and (ii) all agreements, documents or instruments governing the internal affairs of a Person, including such Person’s by-laws, codes of regulations, partnership or limited partnership agreements, limited liability company agreements and operating agreements.

“Owned Intellectual Property” has the meaning as defined in Section 3.8.

“Parties” has the meaning as defined in the preamble.

“Permits” has the meaning as defined in Section 3.9(b).

“Permitted Liens” means (i) mechanics’, carriers’, workmen’s, repairmen’s or similar Liens arising or incurred in the ordinary course of business for amounts which are not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by the Company and its Subsidiaries and, in the case of Liens being contested, for which appropriate reserves have been established on the Financial Statements in accordance with GAAP; (ii) Liens for Taxes, assessments and any other governmental charges which are not yet due and payable or which are being contested in good faith by appropriate proceedings and, in the case of Liens being contested, for which appropriate reserves have been established on the Financial Statements in accordance with GAAP; (iii) all building codes, zoning ordinances and similar applicable Laws heretofore, now or hereafter enacted, made or issued by any Governmental Authority affecting the Real Property, or any portion thereof, which do not or would not, individually or in the aggregate, impair in any material respect the value, or the present use, occupancy or operation of the Real Property to which they relate; (iv) all easements, rights-of-way, servitudes, covenants, conditions, restrictions, reservations, licenses, agreements, imperfections of title and other similar matters which are of record and which do not, individually or in the aggregate, impair in any material respect the present use of the Real Property to which they relate; and (v) any other Liens arising pursuant to Company Debt.

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“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or Governmental Authority.

“Personal Information” has the meaning as defined in Section 3.21.

“Plan” means any material employee benefit plan (as defined in Section 3(3) of ERISA, whether or not subject to ERISA) sponsored or maintained by the Company or any of its Subsidiaries for their current or former employees, including any pension, profit-sharing, retirement, death, disability, supplemental retirement, welfare benefit, retiree health, and life insurance plan, agreement or arrangement, or any other material compensation plan, policy, program, agreement or arrangement.

“Purchase Price” has the meaning as defined in Section 2.1.

“Purchased Shares” has the meaning as defined in Section 2.1.

“Purchaser” has the meaning as defined in the preamble.

“Put Event” has the meaning as defined in Section 5.1.

“Put Event Shares” means, with respect to each Purchaser, the total Purchased Shares purchased by such Purchaser hereunder multiplied by a fraction, (i) the numerator of which is the number of Morgan Stanley Put Shares purchased by the Company pursuant to a Morgan Stanley Put Right Closing and (ii) the denominator of which 264,440 shares of Common Stock.

“Put Exercise Notice” has the meaning as defined in Section 5.2(b).

“Put Purchase Price” means an amount equal to the applicable Morgan Stanley Put Purchase Price pursuant to a Morgan Stanley Put Right Closing giving rise to a Put Event in Section 5.1.

“Put Right” has the meaning as defined in Section 5.1.

“Put Right Closing” has the meaning as defined in Section 5.3.

“Put Right Closing Date” has the meaning as defined in Section 5.2(c).

“Put Shares” has the meaning as defined in Section 5.2(b).

“Real Property” means all real property and interests in real property owned or leased by the Company or any of its Subsidiaries.

“Registration Rights Agreement Amendment” means the First Amendment to the Registration Rights Agreement, dated as of the date hereof, by and among the Company and the Purchasers.

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“Representative” means, with respect to any Person, any officer, director, principal, manager, member, attorney, accountant, agent, employee, consultant, financial advisor or other authorized representative of such Person.

“Sale Transaction” shall mean a transaction or series of related transactions (whether structured as a sale of Capital Stock, asset sale, merger, consolidation, reorganization, joint venture or otherwise) in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company or the Company Group, or from the Company or the Company Group all or substantially all of its assets.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Share Price” has the meaning as defined in Section 2.1.

“Share Register” has the meaning as defined in Section 2.2(a).

“Stock Plan” has the meaning as defined in Section 3.2(a).

“Stockholders’ Agreement” means the Amended and Restated Stockholders’ Agreement, dated as of November 29, 2019, as amended on December 19, 2019, December 27, 2019, December 31, 2019, January 30, 2020 and February 18, 2020, and as further amended from time to time, by and among:

1. the Company;

2. COPC Practice Management, LLC;

3. Canadian Pooled Funds-Global Opportunity Fund I;

4. Morgan Stanley Investment Funds-Global Opportunity Fund;

5. Growth Trust;

6. Morgan Stanley Investment Funds-US Growth Fund;

7. Morgan Stanley Insight Fund (/f/k/a Morgan Stanley Multi Cap Growth Trust);

8. Morgan Stanley Institutional Fund Trust—Discovery Portfolio (f/k/a Morgan Stanley Institutional Fund Trust-Mid Cap Growth Portfolio);

9. Morgan Stanley Variable Insurance Fund, Inc. Growth Portfolio;

10. NGS Super Pty Limited;

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11. Morgan Stanley Variable Insurance Fund, Inc.—Discovery Portfolio (f/k/a Morgan Stanley Variable Insurance Fund, Inc.-Mid Cap Growth Portfolio);

12. Inception Trust (f/k/a Small Company Growth Trust);

13. The Employee Benefits Committee of American Airlines, Inc. and US Airways, Inc.;

14. Morgan Stanley Institutional Fund, Inc.-Growth Portfolio;

15. Morgan Stanley Institutional Fund, Inc.-Global Opportunity Portfolio;

16. Russell Investment Company V plc-Russell Investments Global Ethical Equity Fund;

17. Brighthouse Funds Trust I – Morgan Stanley Mid Cap Growth Fund;

18. The New Economy Fund;

19. SMALLCAP World Fund, Inc.;

20. Rock Springs Capital Master Fund LP;

21. the Major Holder;

22. Hadley Harbor Master Investors (Cayman) II L.P.;

23. High Cedar Direct Fund, L.P.;

24. Durable Capital Master Fund LP;

25. SeAH Resources & Investment Co., Ltd.;

26. HPP Co., Ltd.;

27. Northwestern University;

28. Zurich Insurance Company, Ltd., Bermuda Branch; and

29. Zurich American Insurance Company.

“Stockholders’ Agreement Amendment” means the Sixth Amendment to the Stockholders’ Agreement, dated as of the date hereof, by and between the Company and the Major Holder.

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“Subsequent Private Placements” has the meaning as defined in the definition of “Current Financing Round”.

“Subsidiaries” of any specified entity means any other entity of which such first Person owns (either directly or through one or more other Subsidiaries) at least a majority of the outstanding equity securities or securities carrying a majority of the voting power in the election of the board of directors or other governing body of such entity, and with respect to which entity such first Person is not otherwise prohibited contractually or by other legally binding authority from exercising control.

“Tax” means: any tax, charge, assessment, duty, levy, fee or similar governmental charge of any kind (including any interest, additions to tax, or civil or criminal penalties thereon).

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement or other form required to be supplied to a Governmental Authority in connection with Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Transaction Documents” means this Agreement, the Stockholders’ Agreement, the Stockholders’ Agreement Amendment and the Registration Rights Agreement Amendment.

ARTICLE II

SALE AND ISSUANCE OF SHARES

2.1 Sale and Issuance of Shares. The Company hereby issues and sells to each Purchaser, and each Purchaser hereby purchases and acquires from the Company, such amount of shares of Common Stock set forth next to such Purchaser’s name in Exhibit A attached hereto in electronic book-entry form (each a “Purchased Share” and collectively, the “Purchased Shares”), free of Liens (other than Liens imposed under applicable securities Law or the Stockholders’ Agreement), for an aggregate purchase price of $9,499,786.56 (the “Purchase Price”) (i.e., $449.46 per Purchased Share (the “Share Price”)).

2.2 Closing. The closing of the sale and purchase of the Purchased Shares (the “Closing”) shall take place at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022, simultaneously with the execution and delivery of this Agreement. The date on which the Closing actually occurs is referred to hereinafter as the “Closing Date”. At the Closing:

(a) the Company shall deliver to each Purchaser (i) an electronic .pdf of the Company’s current share register indicating the Purchased Shares purchased by such Purchaser (the “Share Register”) and (ii) duly executed copies of the Stockholders’ Agreement Amendment and the Registration Rights Agreement Amendment; and

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(b) each Purchaser shall (i) pay to the Company, by wire transfer of immediately available funds to an account designated by the Company prior to the date hereof, an amount equal to such Purchaser’s portion of the Purchase Price and (ii) deliver to the Company a duly executed copy of the Registration Rights Agreement Amendment.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to each Purchaser that, except as set forth on the Disclosure Schedule, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the date of the Closing, except as otherwise indicated. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Article III, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Article III only to the extent it is reasonably apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.

3.1 Organization, Authority; Binding Agreement.

(a) Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has the requisite power and authority to own and hold its assets and properties and to conduct its business as now owned, held, and conducted in its jurisdiction of organization and in the other jurisdictions in which it is required to register or qualify to do business. The Company has the requisite power and authority to enter into and to perform its obligations under this Agreement and the Transaction Documents to which it is a party. The execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party have been duly authorized by all necessary action on the part of the Company.

(b) This Agreement has been, and each of the Transaction Documents to be executed and delivered by the Company will be, duly executed and delivered by the Company, and this Agreement is, and each of the Transaction Documents, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, receivership, moratorium, conservatorship, reorganization, or other Laws of general application affecting the rights of creditors generally or by general principles of equity.

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3.2 Capitalization.

(a) The authorized share capital of the Company consists of 5,000,000 shares of Common Stock. As of the date hereof, (i) there are 3,207,580.77 shares of Common Stock issued and outstanding, (ii) there are 20,000 shares of Common Stock issued and held in the treasury of the Company and (iii) the Company has reserved 712,500 shares of Common Stock for issuance pursuant to its Agilon Health Topco, Inc. Stock Incentive Plan (the “Stock Plan”), of which (x) 91,300 outstanding shares have been issued pursuant to the Stock Plan, (y) 405,950 shares are subject to outstanding Options with a weighted average exercise price of $251.43 per share, and (z) 215,250 shares of Common Stock remain available for issuance pursuant to the Stock Plan. All of the issued and outstanding Capital Stock of the Company has been duly authorized and is validly issued, fully paid, nonassessable, free of Liens (other than Liens imposed under applicable securities Law), and has not been issued in violation of any preemptive or similar rights or any applicable Law. Except (A) as set forth in Section 3.2 of the Disclosure Schedules and (B) for the Capital Stock referred to in the first sentence of this Section 3.2, there is no Capital Stock of the Company issued, reserved for issuance or outstanding and no outstanding options, warrants, convertible or exchangeable securities, subscriptions, rights (including any preemptive rights), equity appreciation rights, calls or commitments of any character whatsoever to which the Company is a party or is bound requiring the issuance or sale of any Capital Stock of the Company. The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or are convertible into, exchangeable for or evidencing the right to subscribe for or acquire securities having the right to vote) with the stockholders of the Company on any matter. There are no Contracts to which the Company or any of its Subsidiaries is a party or by which any of them are bound to (x) repurchase, redeem or otherwise acquire any Capital Stock of the Company or (y) vote or dispose of any Capital Stock of the Company and no Person has any right of first offer, right of first refusal or preemptive right in connection with any future offer, sale or issuance of any Capital Stock of the Company. The Purchased Shares are duly authorized and validly issued, fully paid, nonassessable, free of Liens (other than Liens imposed under applicable securities Law) and have not been issued in violation of any preemptive or similar rights.

(b) The capitalization table of the Company attached to Section 3.2(b) of the Disclosure Schedules is true and correct as of immediately after the Closing.

3.3 No Conflicts. Neither the execution and delivery of this Agreement or any Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will (i) violate, breach, or be in conflict with any provisions of the Organizational Documents of the Company or any of its Subsidiaries, (ii) result in the creation or imposition of any Lien upon any property, rights or assets of the Company or any of its Subsidiaries, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of its properties or assets is subject, or (iv) violate any Law, Order of any Governmental Authority to which the Company or any of its Subsidiaries is subject, or by which any of its properties or assets is bound.

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3.4 Litigation. There are no (a) Actions or Proceedings pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries, at Law or in equity, whether before or by any Governmental Authority or otherwise or (b) settlement agreements or similar written agreements, whether with any Governmental Authority or otherwise, and no outstanding orders, judgments, stipulations, decrees, injunctions, determinations or awards issued by any Governmental Authority against or affecting the Company or any of its Subsidiaries, except, in each case, as would not reasonably be expected to be materially adverse to the Company and its Subsidiaries taken as a whole.

3.5 Financial Statements. The Company has provided to each Purchaser (a) the consolidated audited balance sheet of Opco and its Subsidiaries as of December 31, 2018 (the “Balance Sheet Date”), and the related consolidated audited statements of operations and cash flows of Opco and its Subsidiaries and (b) the consolidated unaudited balance sheet of the Company and its Subsidiaries as of September 30, 2019 and the related unaudited statements of operations and cash flows provided by the Company (collectively, the “Financial Statements”). The Financial Statements have been prepared from the books and records of Opco, the Company and their Subsidiaries, as applicable, in accordance with GAAP applied on a consistent basis throughout the periods covered (except as indicated in the notes thereto). The Financial Statements fairly present in all material respects, in accordance with GAAP, the financial position, results of operations, and changes in the capital and cash flows of Opco and the Company (together with their Subsidiaries), as applicable, as of the dates and for the periods indicated. Except as set forth in the Financial Statements, none of the Company or its Subsidiaries has any material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business and consistent with past practice subsequent to September 30, 2019, and (ii) liabilities and obligations of a type or nature not required under GAAP to be reflected in the Financial Statements, which, in the case of clauses (i) and (ii), would not, individually or in the aggregate, have a material adverse effect on the Company and its Subsidiaries, taken as a whole.

3.6 No Operations. None of Holdings, Holdings Intermediate or the Company has conducted any business or operations or has any liabilities or obligations, other than immaterial liabilities or obligations incidental to its status as a holding company or related to the maintenance of its corporate existence.

3.7 Agreements; Actions. Except as disclosed in Section 3.7 of the Disclosure Schedules:

(a) other than the Transaction Documents, there are no (x) agreements, understandings, instruments, contracts or proposed transactions to which the Company or any of its Subsidiaries is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or such Subsidiary in excess of $10,000,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, or such Subsidiary or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s or such Subsidiary’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products or (y) material agreements, understandings, instruments, contracts or proposed transactions to which the Company or any of its Subsidiaries is a party or by which it is bound that involve indemnification by the Company or such Subsidiary with respect to infringements of proprietary rights;

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(b) none of the Company or any of its Subsidiaries has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) (A) incurred any Company Debt for money borrowed or (B) since September 30, 2019, incurred any other liabilities, in each case, individually in excess of $2,500,000 or in excess of $5,000,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) since September 30, 2019, sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of clauses (a) and (b) of this Section 3.7, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection; and

(c) none of the Company or any of its Subsidiaries is a guarantor or indemnitor of any indebtedness of any other Person.

3.8 Intellectual Property. Section 3.8 of the Disclosure Schedules lists all material applications and registrations for trademarks, copyrights, trade names, service marks, domain names and patents owned by the Company or any of its Subsidiaries and necessary for the conduct of the Business. Each of the items set forth in Section 3.8 of the Disclosure Schedules (collectively, the “Owned Intellectual Property”) are owned free and clear of all Liens except for Permitted Liens or the Company possesses or believes it can acquire on commercially reasonable terms sufficient legal rights to use each such item. To the Company’s Knowledge, (a) none of the Company or any of its Subsidiaries has received any notice or claim from and after January 1, 2015 that it is infringing on or has misappropriated the trademark, patent, copyright or trade secret rights of any Person and (b) there is no infringement or misappropriation by any Person of the Owned Intellectual Property. Section 3.8 of the Disclosure Schedules sets forth a complete and correct list, as of the date hereof, of all material written licenses to which the Company or any of its Subsidiaries is a party, pursuant to which (x) the Company or such Subsidiary permits any Person to use any of the Owned Intellectual Property or (y) any Person permits the Company or such Subsidiary to use any trademarks, service marks, trade names, domain names, copyrights, patents or trade secrets not owned by the Company or any of its Subsidiaries. Except as set forth in Section 3.8 of the Disclosure Schedules, to the Company’s Knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company or any of its Subsidiaries violates or will violate any license or infringes or will infringe any intellectual property rights of any other party.

3.9 Compliance with Laws; Licenses and Permits.

(a) The Company and its Subsidiaries are in compliance in all material respects with applicable Laws, and, to the Company’s Knowledge, are not under investigation with respect to any violation of any applicable Laws. None of the Company or any of its Subsidiaries is in violation of its respective Organizational Documents.

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(b) The Company and its Subsidiaries have all licenses, franchises, permits, certificates, approvals or other similar authorizations issued by applicable Governmental Authorities and materially affecting, or materially relating to, the assets or the operation of the Business (the “Permits”). The Permits are valid and in full force and effect, neither the Company nor any of its Subsidiaries is in default under any material Permit and none of the Permits will be terminated as a result of the transactions contemplated hereby.

(c) The Company and its Subsidiaries are in compliance with applicable trade and economic sanctions Laws, and, to the Company’s Knowledge, are not under investigation with respect to any violation of such Laws. The Company and its Subsidiaries have no business dealings, either directly or indirectly, with any entity or individual subject to any trade or economic sanctions Laws applicable to the Company and its Subsidiaries.

3.10 Transactions with Affiliates. Section 3.10 of the Disclosure Schedules lists all agreements, arrangements and other commitments or transactions to or by which the Company and any of its Subsidiaries, on the one hand, and any of the Company’s or any of its Subsidiaries’ equityholders, officers, directors, employees or consultants, or to their respective spouses or spousal equivalents or children, or any Affiliate of any of the foregoing (other than the Company or any of its Subsidiaries) (collectively, the “Covered Persons”), on the other hand, are parties or are otherwise bound or affected, except for any agreements and arrangements with current and former employees and directors relating to their (a) employment (including equity interests) or service with the Company Group entered into in the ordinary course, including compensation and benefits relating to such employment or service or (b) separation from employment, including compensation (including equity interests) and benefits relating to such separation. To the Company’s knowledge, none of the Covered Persons has any (i) material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the Company’s or any Subsidiary’s customers, suppliers, service providers, joint venture partners, licensees and competitors or (ii) direct or indirect ownership interest in any firm or corporation with which the Company or any of its Subsidiaries has a business relationship, or any firm or corporation which competes with the Company or any Subsidiary except that directors, officers, employees or stockholders of the Company may own stock in (but not exceeding two percent (2%) of the outstanding capital stock of) publicly traded companies that may compete with the Company, in each case for clauses (i) and (ii) excluding the relationships or interests of the Company Group.

3.11 Employee Benefits; Labor.

(a) Except as would not, individually or in the aggregate, be reasonably expected to be material to the Company and its Subsidiaries taken as a whole, each Plan complies with, and has been operated and administered in compliance with, its terms and all applicable Laws (including ERISA and the Code) and all contributions and premiums required to have been paid by the Company or its Subsidiaries to any Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law have been paid within the time prescribed by any such plan, agreement or applicable Law.

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(b) No Plan is an unfunded pension plan or other retirement or termination plan, whether or not subject to minimum funding standards under applicable Law. Since January 1, 2018, neither the Company nor any of its Subsidiaries has sponsored, maintained or contributed to any pension plan subject to Title IV of ERISA.

(c) Neither the execution of this Agreement or the completion of the transactions contemplated by this Agreement will result in a material increase in compensation or benefits to any current or former employee or director of, or individual service provider to, the Company and its Subsidiaries or acceleration of the time of payment or vesting of compensation or benefits to any current or former employee or director of, or individual service provider to, the Company and its Subsidiaries.

(d) Neither the Company nor any of its Subsidiaries is a party to or is otherwise bound by any collective bargaining agreement or similar agreement, and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any employees of the Company and its Subsidiaries. No labor strike, slowdown or work stoppage is in effect or, to the Knowledge of the Company, threatened, with respect to employees of the Company and its Subsidiaries that would be reasonably expected to be material to the Company and its Subsidiaries taken as a whole.

3.12 Taxes.

(a) All material federal, state, county, local or foreign Taxes due and payable by the Company or any of its Subsidiaries have been timely paid. Except as set forth in Section 3.12 of the Disclosure Schedules, there have been no examinations or audits of any Tax Returns of the Company or any of its Subsidiaries by any applicable Government Authority in the preceding five taxable years. Each of the Company and its Subsidiaries has filed all material federal, state, county, local and foreign Tax Returns required to have been filed by it.

(b) To the Company’s knowledge, all elections and notices under Section 83(b) of the Code have been or will be timely filed by all individuals who have acquired unvested shares of Common Stock.

(c) There are no Liens with respect to Taxes upon any of the assets of the Company or any of its Subsidiaries, other than in respect of Taxes not yet due and payable or currently being contested in good faith by appropriate proceedings diligently conducted and with respect to which reserves in conformity with GAAP have been provided on the books of the Company or its Subsidiaries, as the case may be.

3.13 Stockholders’ Agreement Amendment. The Stockholders’ Agreement Amendment does not materially and disproportionately adversely affect a Stockholder (as defined in the Stockholders’ Agreement) that is not a party to the Stockholders’ Agreement Amendment in a materially different manner than all of the other Stockholders.

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3.14 Insurance. Section 3.14 of the Disclosure Schedules lists all material insurance policies of the Company and any of its Subsidiaries. Each such insurance policy is in full force and effect as of the date hereof, and, except as set forth in Section 3.14 of the Disclosure Schedules, a copy of each such policy has been provided to each Purchaser.

3.15 Real Property Holding Corporation. The Company is not now and has not been within the five (5) years preceding the date of this Agreement a “United States real property holding corporation” as defined in the Code and any applicable regulations promulgated thereunder.

3.16 Foreign Corrupt Practices Act. To the Company’s Knowledge, neither the Company nor any of its Subsidiaries nor any of their respective directors, officers, employees or agents have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) improperly influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence improperly to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of their respective directors, officers, employees or agents, have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation. The Company further represents that it has maintained, and has caused each of its Subsidiaries and affiliates to maintain, systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) and written policies reasonably designed to ensure compliance with the FCPA or any other applicable anti-bribery or anti-corruption law, and to ensure that all books and records of the Company and its Subsidiaries accurately and fairly reflect, in reasonable detail, all transactions and dispositions of funds and assets. To the Company’s Knowledge, neither the Company nor any of its officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to the FCPA or any other anti-corruption law.

3.17 Anti-Money Laundering. To the Company’s Knowledge, the Company and its Subsidiaries are in compliance with all applicable Laws governing anti-money laundering.

3.18 No Shell Company. None of the Company or any of its Subsidiaries is, or has ever been, an issuer identified in Rule 144(i)(1) promulgated under the Securities Act.

3.19 Corporate Documents. The Organizational Documents of the Company and the Subsidiaries in effect as of immediately prior to the Closing are in the form made available to each Purchaser.

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3.20 No Investment Company. The Company is not, and upon the issuance and sale of the Purchased Shares as contemplated by this Agreement will not be, an “investment company” required to be registered under the Investment Company Act of 1940, as amended (an “Investment Company”), and is not controlled by an Investment Company or subject to regulation under such Act.

3.21 Data Privacy. In connection with its collection, storage, transfer (including, without limitation, any transfer across national borders) and/or use of any personally identifiable information from any individuals, including, without limitation, any customers, prospective customers, employees and/or other third parties (collectively “Personal Information”), the Company and its Subsidiaries are in compliance in all material respects with all applicable Laws. The Company and its Subsidiaries have commercially reasonable physical, technical, organizational and administrative security measures and policies in place to protect all Personal Information collected by them or on their behalf from and against unauthorized access, use and/or disclosure. To the extent the Company or its Subsidiaries maintain or transmit protected health information, as defined under 45 C.F.R. § 160.103, the Company and its Subsidiaries are in compliance in all material respects with the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, including all rules and regulations promulgated thereunder. The Company and its Subsidiaries are in compliance in all material respects with all Laws relating to data loss, theft and breach of security notification obligations.

3.22 Brokers and Finders. No person, firm, corporation or entity acting for or on behalf of the Company or any of its Subsidiaries is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from any of the Parties in connection with any of the transactions contemplated by this Agreement or the Transaction Documents or by any other agreement relating to the Current Financing Round to which the Company or any Affiliate of the Company is a party.

3.23 Side Letters. No member of the Company Group has entered into any side letter or other similar agreement with any Person that contains any provisions that, in the Company’s reasonable opinion, would be reasonably expected to have a material adverse effect on the operation of the Company Group or the interests of each Purchaser as a whole.

3.24 No Other Representations and Warranties. Except for the representations and warranties expressly set forth in this ARTICLE III, neither the Company nor any other Person has made, makes or shall be deemed to make any other representation or warranty of any kind whatsoever, express or implied, written or oral, at Law or in equity by the Company itself or on behalf of the Company or any other the Company or on behalf of the Company or any of its Subsidiaries, including any representation or warranty regarding the Company, any Purchased Shares, or any assets or Liabilities of the Company or any of its Subsidiaries or Affiliates, or any other rights or Liabilities to be transferred pursuant to this Agreement or the Transaction Documents or any other matter, and the Company hereby disclaims all other representations and warranties of any kind whatsoever, express or implied, written or oral, at Law or in equity. The

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Company hereby disclaims all Liability and responsibility for all projections, forecasts, estimates, appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically) to any Purchaser, any of its Affiliates, or any of its Representatives, including omissions therefrom. Without limiting the foregoing, the Company does not make any representation or warranty of any kind whatsoever, express or implied, written or oral, at Law or in equity, to any Purchaser, any of its Affiliates, or any of its Representatives regarding the success, profitability or value of the Company or any of its Subsidiaries or any of their respective Affiliates.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each Purchaser hereby represents and warrants to the Company as set forth below:

4.1 Organization; Authority; Binding Agreement.

(a) Such Purchaser is duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its organization and has the requisite power and authority to own and hold its properties and assets and to conduct its business as now owned, held, and conducted in its jurisdiction of organization and in the other jurisdictions in which it is required to register or qualify to do business. Such Purchaser has the requisite power and authority to enter into and to perform its obligations under this Agreement and the Transaction Documents to which it is a party. The execution, delivery and performance by such Purchaser of this Agreement and the Transaction Documents to which it is a party, have been duly authorized by all necessary action on the part of such Purchaser.

(b) This Agreement has been, and each of the Transaction Documents to be executed and delivered by such Purchaser will be, duly executed and delivered by such Purchaser, and this Agreement is, and each of the Transaction Documents, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid, and binding obligations of such Purchaser, enforceable against such Purchaser in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, receivership, moratorium, conservatorship, reorganization, or other Laws of general application affecting the rights of creditors generally or by general principles of equity.

4.2 No Conflicts. Except as specifically provided for in the Transaction Documents, neither the execution and delivery of this Agreement or any Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will (i) violate, breach, or be in conflict with any provisions of the Organizational Documents of such Purchaser, (ii) result in the creation or imposition of any Lien upon any property, rights or assets of such Purchaser, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require

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any notice under any Contract to which such Purchaser is a party or by which such Purchaser is bound or to which any of its properties or assets is subject, or (iv) violate any Law, Order of any Government Authority to which such Purchaser is subject, or by which any of its properties or assets is bound.

4.3 No Additional Representations; Inspection.

(a) Notwithstanding anything contained in ARTICLE III or any other provision of this Agreement, such Purchaser acknowledges and agrees that none of the Company or any of its Affiliates is making or has made any representation or warranty whatsoever, express or implied, including any implied warranty of merchantability or suitability, as to the Company, its Subsidiaries or any assets of the Company or its Subsidiaries, other than the representations and warranties expressly set forth in ARTICLE III, and that the Common Stock is being sold “as is” and “where is”. In addition, such Purchaser acknowledges and agrees that any cost estimates, projections and predictions contained or referred to in the materials that have been provided or made available to such Purchaser by or on behalf of the Company are not and shall not be deemed to be representations or warranties of the Company or any of its Affiliates.

(b) Such Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigations into and, based thereon, has formed an independent judgment concerning the Company and its Subsidiaries, (ii) has been provided with adequate access to such information, documents and other materials relating to the Company and its Subsidiaries as it has deemed necessary to enable it to form such independent judgment, (iii) has had such time as such Purchaser deems necessary and appropriate to fully and completely review and analyze such information, documents and other materials and (iv) has been provided an opportunity to ask questions of the Company with respect to such information, documents and other materials and has received satisfactory answers to such questions. Such Purchaser further acknowledges and agrees that none of the Company or any of its Affiliates has made any representations or warranties, express or implied, as to the accuracy or completeness of such information, documents and other materials other than the representations and warranties contained in this Agreement.

4.4 Evaluation and Ability to Bear Risks. Such Purchaser has such knowledge and experience in financial and business affairs that such Purchaser is capable of evaluating the merits and risks of purchasing, and other considerations relating to, the Purchased Shares to be purchased by such Purchaser pursuant to this Agreement, and such Purchaser has not relied in connection with such Purchaser’s purchase of the Purchased Shares upon any representations, warranties or agreements other than those set forth in this Agreement. Such Purchaser’s financial situation is such that such Purchaser can afford to bear the economic risk of holding the Purchased Shares it is acquiring for an indefinite period of time, and such Purchaser can afford to suffer the complete loss of the Purchased Shares. Such Purchaser is an “accredited investor” as such term is defined in rule 501 of Regulation D promulgated under the Securities Act.

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4.5 Purchase for Investment; Qualified Institutional Buyer.

(a) Such Purchaser is not acquiring the Purchased Shares it is acquiring with a view to or for sale in connection with any distribution of all or any part of the Purchased Shares. Such Purchaser will not, directly or indirectly, transfer, assign, sell or pledge all or any part of the Purchased Shares it is acquiring (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Purchased Shares) except in accordance with (a) the registration provisions of the Securities Act or an exemption from such registration provisions, (b) any applicable state or non-U.S. securities Laws and (c) the terms of the Stockholders’ Agreement, as amended by Stockholders’ Agreement Amendment, and this Agreement. Such Purchaser understands that such Purchaser must bear the economic risk of such Purchaser’s investment in the Purchased Shares it is acquiring for an indefinite period of time because, among other reasons, the offering and sale of the Purchased Shares have not been registered under the Securities Act and, therefore, the Purchased Shares cannot be sold other than through a privately negotiated transaction unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Such Purchaser also understands that transfers of the Purchased Shares are further restricted by the provisions of the Stockholders’ Agreement, as amended by Stockholders’ Agreement Amendment, and may be restricted by applicable state and non-U.S. securities Laws, and that no market exists or is expected to develop for the Purchased Shares.

(b) Such Purchaser is a Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act).

4.6 Litigation. There are no Actions or Proceedings pending against such Purchaser, at Law or in equity, before or by any Governmental Authority, which, call into question the validity or which would reasonably be expected to prevent the consummation of the transactions contemplated by this Agreement or any of the Transaction Documents.

4.7 Brokers and Finders. Such Purchaser has not incurred, and will not incur, directly or indirectly, any Liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or the Transaction Documents or any transaction contemplated hereby or thereby.

ARTICLE V

PUT OPTION AND TRANSFER

5.1 Grant of Put Option. If a Morgan Stanley Put Right Closing occurs after the Closing and prior to the consummation of an IPO (a “Put Event”), each Purchaser shall have the right (the “Put Right”), but not the obligation, to cause the Company to purchase such number of the Put Event Shares elected by such Purchaser at the relevant Put Purchase Price, subject to the terms and conditions set forth in Section 5.2.

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5.2 Procedures.

(a) The Company shall inform each Purchaser in writing within five (5) Business Days of the occurrence of a Put Event.

(b) If a Purchaser desires to sell any of the Purchased Shares pursuant to Section 5.1, such Purchaser shall within thirty (30) days of the occurrence of the Put Event deliver to the Company (A) a written notice (the “Put Exercise Notice”) exercising such applicable Put Right and specifying the number of Purchased Shares to be sold (the “Put Shares”) by such Purchaser; provided that the number of Put Shares exercised by such Purchaser pursuant to a Put Event shall not exceed such Purchaser’s number of the Put Event Shares with respect to such Put Event and (B) a certificate signed by a duly authorized officer of such Purchaser stating that (i) such Purchaser has full right, title and interest in and to such Put Shares, (ii) such Purchaser has all the necessary power and authority and has taken all necessary action to sell such Put Shares as contemplated by this ARTICLE V and (iii) such Put Shares are free and clear of any and all Liens. Any applicable Purchaser may deliver multiple Put Exercise Notices to the Company so long as such Purchaser continues to hold any Purchased Shares; provided that a Purchaser shall only be permitted to deliver a Put Exercise Notice with respect to any Purchased Shares once per occurrence of any Put Event.

(c) Subject to Section 5.3 below, the closing of any sale of Put Shares pursuant to this ARTICLE V shall take place no later than thirty (30) days following receipt by the Company of the Put Exercise Notice; provided that until the Put Right Closing occurs, any applicable Purchaser shall have the right to cancel and rescind the exercise of its Put Right by providing written notice to the Company. The Company shall give any applicable Purchaser at least three (3) days’ prior written notice of the date of closing of the Put Shares (the “Put Right Closing Date”).

5.3 Consummation of Sale. The Company shall pay the Put Purchase Price for the Put Shares by wire transfer of immediately available funds to an account specified by the relevant Purchaser on the Put Right Closing Date (the “Put Right Closing”).

5.4 Cooperation. The Company and each relevant Purchaser shall take all actions as may be reasonably necessary to consummate the sale contemplated by this ARTICLE V, including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate.

5.5 Closing. At any Put Right Closing pursuant to this ARTICLE V, the applicable Purchaser shall deliver to the Company the Purchased Shares to be sold.

5.6 Affiliate and Inter-Fund Transfers. Any Purchaser may transfer any Purchased Shares owned by such Purchaser to (a) any of its Affiliates or (b) another fund or account managed, advised or sub-advised by an affiliated investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, pursuant to a merger or reorganization of such Purchaser so long as the following requirements are met: (i) in the case of clause (b), written notice is provided to the Company promptly after such merger or

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reorganization; (ii) in the case of clause (a) or (b), a customary stock transfer agreement is provided promptly, and, in any event, within five (5) days of receipt of the notice provided in accordance with Section 7.4 hereof, in form reasonably satisfactory to the Company and containing no substantive new obligations or requirements of the transferee to which the transferor is not already subject, executed by the transferee and the transferor; and (iii) in the case of clause (a) or (b), the transferee becomes a party to the Stockholders’ Agreement, as amended by Stockholders’ Agreement Amendment, in accordance with the terms therein. If the above requirements are met, the provisions of this Agreement applicable to the relevant Purchaser shall become automatically applicable to the transferee upon the transfer of the Purchased Shares.

5.7 Termination. The provisions of this ARTICLE V shall terminate, and be of no further force and effect, immediately upon consummation of an IPO.

ARTICLE VI

POST-CLOSING COVENANTS

6.1 Information Rights. From and after the Closing and until the earlier to occur of (x) the relevant Purchaser no longer owning any Purchased Shares and (y) the consummation of an IPO, the Company shall deliver to such Purchaser the following information (collectively, “Company Information”):

(a) Quarterly Business Reports. Within fifty (50) days after the end of each Fiscal Quarter of each Fiscal Year beginning with the Fiscal Quarter ending December 31, 2019, a report containing the following information with respect to such Fiscal Quarter: (1) the number of physicians on the customer relations management platform of the Company Group as of the end of such Fiscal Quarter, (2) the Company Group’s revenue derived from Medicare Advantage Plans, (3) the Company Group’s revenue derived from Medicaid, (4) the Company Group’s total revenue and (5) the number of Anchor Markets in which the Company Group participated.

(b) Quarterly Balance Sheet Reports. Within fifty (50) days after the end of each of the first three Fiscal Quarters of each Fiscal Year beginning with the Fiscal Quarter ending March 31, 2020, consolidated unaudited statements of income and cash flows for the Fiscal Quarter and consolidated unaudited balance sheets of the Company and its Subsidiaries as of the end of such Fiscal Quarter.

(c) Annual Balance Sheet Reports. Within one hundred (100) days after the end of each Fiscal Year beginning with the Fiscal Year ended December 31, 2019, the consolidated audited statements of income and cash flows for the Fiscal Year and consolidated audited balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Year.

(d) Capitalization Tables. Promptly upon request of such Purchaser, detailed capitalization tables of the Company and its Subsidiaries.

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6.2 Right to Conduct Activities. The Company hereby agrees and acknowledges that each Purchaser (together with its Affiliates) is a professional investment organization, and as such reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Business (as currently conducted or as currently proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable Law, no Purchaser (or its Affiliates) shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by such Purchaser (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of such Purchaser (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve any Purchaser from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to the Confidentiality Agreement.

6.3 Terms and Share Price Protection. In the event that the Company issues any additional securities in the Current Financing Round (“Current Financing Shares”), the Company shall provide each Purchaser with any additional or special rights provided to a purchaser receiving Current Financing Shares if any such right is not provided to such Purchaser pursuant to this Agreement or any other agreement between the Company and such Purchaser. If the price per share of any Current Financing Shares is lower than the Share Price, the Company will notify each Purchaser, and then each Purchaser shall have a right to require the Company to issue additional shares of Common Stock to such Purchaser (“Additional Shares”), for no additional consideration payable by such Purchaser, such that price per share paid by such Purchaser for the Purchased Shares and the Additional Shares, in the aggregate, equals the price per share of the Current Financing Shares.

6.4 Consent Rights. From and after the Closing and until the earlier to occur of (x) the relevant Purchaser no longer owning at least 50% of the Purchased Shares (or, solely with respect to clause (d) below, such Purchaser no longer owning any Purchased Shares) and (y) the consummation of an IPO, without the prior consent of such Purchaser, the Company shall not, and shall cause its Subsidiaries not to:

(a) issue any equity security of the Company at a price per share (or conversion or exercise price per share in the case of convertible or exercisable securities) that is less than the Share Price (as appropriately adjusted to reflect any consolidation, sub-division, conversion or similar event affecting the Common Stock after the date hereof), other than in the case of employee or service provider equity incentive awards awarded at fair market values and approved by the Company’s board of directors;

(b) recapitalize or reclassify the Common Stock or amend the Organizational Documents of the Company to amend or modify any rights thereof;

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(c) redeem or repurchase any equity securities, other than repurchases of equity securities from former employees, officers, directors, consultants or other persons who performed services for the Company or any Subsidiary in connection with the cessation of such employment or service at no greater than the original purchase price thereof;

(d) incur any Company Debt if such incurrence would cause the Leverage Ratio (as defined in the Credit Agreement without regard to any future amendment, termination or waiver of the Credit Agreement) of the Company and its Subsidiaries to exceed 4.00 to 1.00; provided that, for purposes of the definition of Leverage Ratio for purposes of this Section 6.4(d), (x) each of the Company, Holdings and Holdings Intermediate shall be considered “Restricted Subsidiaries” and (y) no change to the entities considered “Restricted Subsidiaries” (whether effected by an amendment, termination or waiver of the Credit Agreement, or in any other manner) shall have any effect for purposes of this Section 6.4(d) without the prior consent of such Purchaser; or

(e) enter into any transaction (or series of related transactions) that involves the acquisition by a Person of more than 50% of the outstanding voting rights of the Company or would qualify as a Sale Transaction, if such transaction would result in upfront cash proceeds distributable to such Purchaser within ten (10) days following the closing of such Sale Transaction in an amount per share less than the Share Price unless any such transaction (i) occurs on or after the second anniversary of this Agreement or (ii) is consented to by equityholders holding a majority of the shares of Common Stock issued in the Current Financing Round.

6.5 D&O Indemnification. The Company will use commercially reasonable efforts to obtain and maintain insurance to cover the indemnification obligations to the Company’s directors and officers under the Company’s organizational documents.

6.6 Use of Logos. Notwithstanding anything to the contrary in the Transaction Documents or any other operating or governing agreement of any member of the Company Group, the Company hereby agrees that each Purchaser may use the logo of the Company, as well as the logos of any Subsidiaries in which such Purchaser, and/or any funds and/or accounts managed by such Purchaser, has invested indirectly through the Company, in such Purchaser’s marketing and promotional materials intended for distribution to investors and prospective investors. The Company represents and warrants to each Purchaser that the Company has the authority, or expects to have the authority, without the approval of any other party, to grant the rights set forth in the preceding sentence.

6.7 Use of Purchasers’ Names. The name of each Purchaser and all derivations thereof is the property of such Purchaser and its respective Affiliates. Except as otherwise required by Law or as reasonably necessary to comply with applicable Laws, including any money laundering or anti-terrorist Laws, or a governmental request, the Company agrees that, without the prior written consent of the relevant Purchaser, it will not, directly or through any Affiliate, (a) use in advertising or publicity the name of such Purchaser or any of its Affiliates, the name of any other entity with which such Purchaser or any of its Affiliates has an investment advisory arrangement and of which arrangement such Purchaser has theretofore notified the Company in writing (such entities, together with the Purchasers, are herein referred

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to collectively as the “Capital World Entities”) or the name of any partner or employee of any of the Capital World Entities, or any trade name, trademark (including Capital World and the Capital World logo), trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by any of the Capital World Entities, (b) represent that any product or any service provided by any member of the Company Group has been approved or endorsed by any of the Capital World Entities or (c) issue any press release or other public disclosure using the name of any of the Capital World Entities, including any trade name, whether in connection with the Company or otherwise. Nothing in clause (c) above shall prevent any disclosure of the name of any of the Capital World Entities, including any trade name, in any financial statements or reports distributed to the Company’s stockholders, or in any other communications with the Company’s stockholders to the extent that the Company reasonably determines such disclosure to be appropriate in connection with the activities of the Company or any of its Subsidiaries. For the avoidance of doubt, the foregoing shall not prohibit the Company from including the name of any of the Capital World Entities in any securities filing or any disclosure to any regulatory body. This provision shall survive termination of this Agreement.

6.8 Web Site. Any acknowledgement or agreement concerning the disclosure or confidentiality of information, or the use thereof, that is required as a condition to gaining access to any website on which the Company’s documents or reports are made available or delivered under the Transaction Documents shall be subject to (and superseded by) the terms of the Transaction Documents, as applicable.

6.9 Tax Information. The Company shall use commercially reasonable efforts to provide each Purchaser, as soon as reasonably practicable upon such Purchaser’s written request and at such Purchaser’s expense, any information regarding the Company reasonably requested by such Purchaser and which is readily available to the Company and not commercially sensitive (as determined by the Company in good faith) for such Purchaser (or any direct or indirect investor in such Purchaser) to file Tax Returns and reports, make any filings, applications, or elections to obtain any available refund, reduction or exemption from Taxes, make any relevant claims for repayment of, or credit in respect of, any Taxes paid or withheld by Company.

6.10 Board Decks. From and after the Closing and until the earlier to occur of (x) the relevant Purchaser no longer owning any Purchased Shares and (y) the consummation of an IPO, the Company hereby agrees, within five (5) Business Days following each meeting of the Board of Directors of the Company, to provide the relevant Purchaser with copies of any written materials provided to the full Board of Directors of the Company in connection with such meeting. Notwithstanding anything to the contrary herein:

(a) the Company shall have no obligation to provide material non-public information or price-sensitive information to the Purchaser if the Company determines in good faith that providing such information would cause the Company or any of its Subsidiaries to have a contractual obligation to the Purchaser or any of its Affiliates to publicly disclose such information in connection with a public offering of securities;

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(b) the Purchaser acknowledges that, in its and its Representatives’ examination of confidential information, it and its Representatives may have access to material, non-public information, and the Purchaser is aware, and it will advise its Representatives, that state and federal Laws, including, without limitation, United States and foreign securities Laws, impose restrictions on the dissemination of such information and trading in securities when in possession of such information or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to trade such securities;

(c) the Purchaser acknowledges and agrees that it will not, and it will advise its Representatives that they may not, acquire, dispose of or otherwise transfer, or advise or encourage any other Persons to acquire, dispose of or otherwise transfer, directly or indirectly, any securities of the Company or any of its Subsidiaries, including in any future IPO by the Company or any of its Subsidiaries, while in possession of material, non-public information, and that the confidential information is being furnished to the Purchaser in consideration of such agreement; and

(d) the Purchaser shall, and shall cause its Affiliates and Representatives to, keep confidential any information provided to it pursuant to this Section 6.10 in accordance with Section 7.7.

6.11 Regulatory Investigations. From and after the Closing and until the earlier to occur of (x) the relevant Purchaser no longer owning any Purchased Shares and (y) the consummation of an IPO, the Company shall, to the extent permitted by applicable Law, promptly notify each Purchaser of the commencement of any formal investigation (other than routine investigations) of which the Company becomes aware by the U.S. Securities and Exchange Commission or any other regulatory or administrative body with authority over the Company or any of its Affiliates that involves an allegation of a material violation of a Law by the Company or any of its Subsidiaries, in each case, to the extent that such investigation directly relates to the affairs of the Company. Each Purchaser shall, and shall cause its Affiliates and Representatives to, keep confidential any information provided to it pursuant to this Section 6.11 in accordance with Section 7.7.

ARTICLE VII

MISCELLANEOUS

7.1 Survival of Representations, Warranties and Covenants; Limitations on Liability.

(a) Except for the representations and warranties set forth in Sections 3.1, 3.2, 3.22, 4.1 and 4.7 (collectively, the “Fundamental Representations”), which shall survive until sixty days after the applicable statute of limitations, all representations and warranties made in this Agreement shall survive the Closing Date until the first anniversary of the Closing Date. None of the covenants or other agreements to be performed in whole or in part prior to the

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Closing, if any, contained in this Agreement, or in any instrument or certificate delivered at Closing, shall survive the Closing or termination of this Agreement, and the Company shall not have any liability after the Closing in respect thereof, except for covenants and agreements which contemplate performance after the Closing or termination of this Agreement or otherwise expressly by their terms survive the Closing or termination of this Agreement, each of which shall survive in accordance with its terms. The Confidentiality Agreement shall survive termination of this Agreement in accordance with its terms.

(b) The Company shall not assert any contractual claim against any Purchaser in connection with this Agreement in respect of any Loss incurred or suffered by the Company until such time as the aggregate of all Losses that the Company may have in connection with this Agreement exceeds $95,000 (the “Liability Threshold”), and then only for the aggregate amount of all Losses in excess of the Liability Threshold. The aggregate liability of Purchasers in the aggregate in respect of any such claims (excluding claims asserting breaches by such Party of any Fundamental Representations) shall not exceed $950,000 (the “Cap”), and the aggregate liability of Purchasers in respect of any such claims for breaches by Purchasers of Fundamental Representations shall not exceed the Purchase Price.

(c) Neither Purchaser shall assert any contractual claim against the Company in connection with this Agreement in respect of any Loss incurred or suffered by any Purchaser until such time as the aggregate of all Losses that Purchasers in the aggregate may have in connection with this Agreement exceeds the Liability Threshold, and then only for the aggregate amount of all Losses in excess of the Liability Threshold. The aggregate liability of the Company in respect of any such claims (excluding claims asserting breaches by the Company of any Fundamental Representations) shall not exceed the Cap, and the aggregate liability of the Company in respect of any such claims for breaches by the Company of Fundamental Representations shall not exceed the Purchase Price.

(d) Notwithstanding the foregoing or anything else to the contrary, nothing in this Agreement shall, or shall be deemed or construed to, preclude, hinder, inhibit a determination that Fraud has occurred; relieve any Person of any liability or obligation for its Fraud; or limit or impair any recourse or remedy available, or hinder any ability to assert a claim, against a Person for its Fraud.

7.2 Reserved.

7.3 Specific Performance. Purchasers, on the one hand, and the Company, on the other hand, hereby acknowledge and agree that money damages would not be a sufficient remedy for any breach of any provision of this Agreement by the other. In such event, each agrees that the other Party shall have the right, in addition to any other rights it may have (whether at Law or in equity), to seek specific performance and injunctive or other equitable relief as a remedy for any such breach of this Agreement. No failure or delay by any Party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

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7.4 Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given and received when delivered in person, when received by electronic mail, or one (1) day after duly sent by overnight courier, addressed as follows (or at such other address for a party as shall be specified by like notice):

(a) if to a Purchaser to:

c/o Capital Research and Management Company

333 South Hope Street, 55th Floor

Los Angeles, CA 90071

Attention:             Erik A. Vayntrub

Email:                   [***]

with a copy to (which shall not constitute notice):

c/o Capital Research and Management Company

630 Fifth Avenue, 36th Floor

New York, NY 10111

Attention:             Diana Wagner

Email:                   [***]

(b) if to the Company to:

Agilon Health Topco, Inc.

One World Trade Center, Suite 2050

Long Beach, CA 90831

Attention:     Ronald Kuerbitz

with a copy to (which shall not constitute notice):

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10153

Attention:             Kevin Rinker

                 Christopher Anthony

Email:                   karinker@debevoise.com

                 canthony@debevoise.com

7.5 No Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by any Party without the prior written consent of the other Party, and any attempt to do so shall be void, except for assignments and transfers by operation of Law. This Agreement shall be binding upon, inure to the benefit of, and may be enforced by, each of the parties to this Agreement and its successors and permitted assigns.

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7.6 Entire Agreement. This Agreement supersedes any other agreement, whether written or oral, that may have been made or entered into by the Parties hereto relating to the matters contemplated hereby and constitutes the entire agreement of the Parties with respect to the subject matter hereof. Nothing herein shall amend or supersede the provisions of the Confidentiality Agreement.

7.7 Confidentiality. Except (i) as required or expressly permitted by this Agreement, (ii) as may be necessary in order to give the notices to obtain any prior regulatory approval or the Approvals, (iii) as necessary to consult with attorneys, accountants, employees, or other advisors retained in connection with the transactions contemplated hereby, (iv) as required by court order or otherwise mandated by Law or by Contract to which the Company or any Purchaser is a party, (v) as requested or required by any Governmental Authority having regulatory or supervisory authority over any Party hereto (or any Affiliate of any Party hereto), or (vi) in connection with legally required disclosure documents prepared by the Company, any Purchaser or any Affiliate of either, (A) no such party or Affiliate of such party shall issue any news release or other public notice or communication or otherwise make any disclosure to third parties concerning this Agreement or any Transaction Document or the transactions contemplated hereby or thereby or any confidential information provided hereunder, including pursuant to Section 6.10, without the prior consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), (B) no Purchaser shall issue any news release or other public notice or communication or otherwise make any disclosure to third parties concerning any non-public information or materials concerning or relating to the Company, including any Company Information, without the prior consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) and (C) none of the Company or any of its Subsidiaries shall issue any news release or other public notice or communication or otherwise make any disclosure to third parties concerning any non-public information or materials concerning or relating to any Purchaser without the prior consent of such Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing or anything in this Agreement, each Purchaser may disclose confidential information (i) to any prospective purchaser of any Purchased Shares from such Purchaser in connection with a transfer of Purchased Shares in accordance with the Stockholders’ Agreement (as it may be amended from time to time), if such prospective purchaser agrees to be bound by the provisions of this Section 7.7 or (ii) to (A) any current or prospective Affiliate, partner, partner of a partner, member, stockholder, or wholly owned Subsidiary of such Purchaser or (B) any prospective limited partner of an investment entity formed (or to be formed) after the date hereof that is an advisory or subadvisory client of Capital Research and Management Company or any of its investment adviser affiliates, in each case, in the ordinary course of business or, in the case of clause (A), to the extent necessary to comply with any applicable policies of each Purchaser, provided that such Purchaser informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; provided that in the case of each of the foregoing, each Purchaser shall be responsible for any actions taken by Persons that such Purchaser disclosed such confidential information to that would be deemed a breach of this Agreement as if such Purchaser had taken such actions. Even in cases where such prior consent is not required, any such Purchaser, on the one hand, and the Company, on the other hand, shall promptly notify the other Party of such release in advance in order to provide a reasonable opportunity to the other Party to prepare a corresponding or other similar release or other action on a timely basis.

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7.8 Transfer Taxes. All stamp, transfer, documentary, sales and use, value-added, excise, license, filing, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with the consummation of the transactions contemplated by this Agreement (collectively, the “Transfer Taxes”) shall be borne by the Company. Any Tax Returns and other documentation that must be filed with respect to Transfer Taxes shall be prepared and filed when due by the Company, and the Company shall use its commercially reasonable efforts to provide drafts of such Tax Returns and other documentation to each Purchaser at least ten (10) Business Days prior to the due date for such Tax Returns and other documentation. Each party shall notify the other party if the first party receives any notice from a Governmental Authority with respect to Tax Returns filed pursuant to this Section 7.8 and the parties shall cooperate with each other in good faith to respond to any such notice or any other inquiry from a Governmental Authority.

7.9 Amendments, Supplements, Etc. This Agreement may be amended, supplemented or otherwise modified only by a writing signed by each Purchaser and the Company specifically referring to this Agreement. No term of this Agreement, nor performance thereof or compliance therewith, may be waived except by a writing signed by all of the Parties charged with giving such waiver.

7.10 Headings and Captions. The headings and captions in this Agreement are for reference purposes only and shall not affect the construction or interpretation of any provision of this Agreement.

7.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Facsimiles, e-mail transmission of .pdf signatures or other electronic copies of signatures shall be deemed to be originals.

7.12 Governing Law; Jurisdiction; Venue.

(a) This Agreement shall be governed by, and construed and enforced in accordance with, the Laws of the State of New York (whether in Contract or in tort) without giving effect to the principles of conflicts of Law thereof, other than Section 5-1401 of the General Obligations Law thereunder.

(b) Each Purchaser and the Company hereby irrevocably submit to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the State, City and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby. Each of the Purchasers and the Company irrevocably agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, or with respect to any such action or proceeding, shall be heard and determined in such a New York State or federal court, and that

31

such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each of the Purchasers and the Company hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that it is not subject to such jurisdiction. Each of the Purchasers and the Company hereby waives, and agrees not to assert, to the maximum extent permitted by Law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. Each of the Purchasers and the Company hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7.4 or in such other manner as may be permitted by Law, shall be valid and sufficient service thereof.

(c) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

7.13 Further Assurances. After the Closing, each of the Parties agrees to execute and deliver such additional documents, certificates and instruments, and to perform such additional acts, as may be reasonably necessary or appropriate to carry out all of the provisions of this Agreement and to consummate all the transactions contemplated by this Agreement with respect to the Purchased Shares transferred at the Closing on the terms set forth herein.

7.14 Third-Party Beneficiaries. This Agreement is not intended to, and does not, confer upon any other Person any rights or remedies hereunder.

7.15 Severability. Should any provision of this Agreement for any reason be declared invalid or unenforceable, such decision shall not affect the validity or enforceability of any of the other provisions of this Agreement, which other provisions shall remain in full force and effect and the application of such invalid or unenforceable provision to Persons or circumstances other than those as to which it is held invalid or unenforceable shall be valid and be enforced to the fullest extent permitted by applicable Law.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

THE COMPANY:
AGILON HEALTH TOPCO, INC.
By:	/s/ Ravi Sachdev
	Name: Ravi Sachdev
	Title: President

[Signature Page to Investment Agreement]

PURCHASERS:
THE NEW ECONOMY FUND
By:	Capital Research and Management Company, for and on behalf of The New Economy Fund
By:	/s/ Michael J. Triessl
	Name: Michael J. Triessl
	Title: Authorized Signer
SMALLCAP WORLD FUND, INC.
By:	Capital Research and Management Company, for and on behalf of SMALLCAP World Fund, Inc.
By:	/s/ Michael J. Triessl
	Name: Michael J. Triessl
	Title: Authorized Signer

[Signature Page to Investment Agreement]

EX-21.1

Exhibit 21.1

AGILON HEALTH, INC.

SUBSIDIARIES OF THE REGISTRANT

Legal Name	State or Jurisdiction of Incorporation or Organization
Agilon Health Holdings, Inc.	Delaware
agilon health of California, Inc.	Delaware
agilon health management, inc.	Delaware
Agilon Heath Intermediate Holdings, Inc.	Delaware
Agilon MSO Hawaii, Inc.	Hawaii
Agilon New York Holdco, Inc.	New York
Arkansas Agilon Holdco, Inc.	Arkansas
Arkansas RBE, Inc.	Arkansas
Buffalo DCE, Inc.	New York
Buffalo IPA, Inc.	New York
Buffalo RBE, Inc.	New York
Cal Care IPA, Inc.	California
Connecticut Holdco, Inc.	Connecticut
Connecticut RBE, Inc.	Connecticut
Core Care Holdings, Inc.	Ohio
Core Care Select – Akron, Inc.	Ohio
Core Care Select – Columbus, Inc.	Ohio
Core Care Select – Dayton, Inc.	Ohio
Core Care Select – Southeast Ohio, Inc.	Ohio
Core Care Select – Toledo, Inc.	Ohio
Core Care Select, Inc.	Ohio
Cyber Pro Systems, Inc,	California
Hawaii DCE, Inc.	Hawaii
Hawaii Kupuna Care Advantage, Inc.	Hawaii
Laukahi Physician Network, LLC	Delaware
Lineage Investments, Inc.	California
Los Angeles Medical Center IPA	California
MDX Hawaii, Inc.	Hawaii
Michigan Holdco, Inc.	Michigan
Michigan RBE, Inc.	Michigan
Na Laulcahi Health, LLC	Delaware
North Carolina Holdco, Inc.	North Carolina
North Carolina RBE, Inc.	North Carolina
North Carolina RBE – Pinehurst, Inc.	North Carolina
Ohio DCE – Akron, Inc.	Ohio
Ohio DCE – Columbus, Inc.	Ohio
Ohio DCE – SEOH, Inc.	Ohio
Ohio RBE, LLC	Delaware
Oklahoma Agilon Holdco, Inc.	Oklahoma

Oklahoma RBE, Inc.	Oklahoma
Pennsylvania Holdco, Inc.	Pennsylvania
Pittsburgh DCE, Inc.	Pennsylvania
Pittsburgh RBE, Inc.	Pennsylvania
Population Health, LLC	Ohio
Primary Provider Management Co., Inc.	California
Syracuse IPA, Inc.	New York
Texas DCE, Inc.	Texas
Texas East RBE, Inc.	Texas
Texas Holdco, Inc.	Texas
Texas RBE, Inc.	Texas
Vantage Care	California
Vantage Care Holdings, LLC	California
Vantage Medical Group, Inc.	California
Vector Cal Care Parent, Inc.	California
Vector LAMC Parent, Inc.	California
Vector Vantage Parent, Inc.	California
Wisconsin Holdco, Inc.	Wisconsin
Wisconsin RBE, Inc.	Wisconsin

2

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 18, 2021, in the Registration Statement (Form S-1) and related Prospectus of agilon health, inc. for the registration of shares of its common stock.

/s/ Ernst & Young LLP

Los Angeles, California

March 18, 2021