THIS STOCKHOLDERS AGREEMENT (this Agreement) is made and entered into as of March 30, 2021, by and among Alignment Healthcare, Inc., a Delaware corporation (the Company), General Atlantic (ALN HLTH), LP, a Delaware limited partnership (together with its affiliated investment entities, the GA Stockholder), and Warburg Pincus Private Equity XII, L.P., a Delaware limited partnership, WP XII Partners, L.P., a Delaware limited partnership, Warburg Pincus Private Equity XII-B, L.P., a Delaware limited partnership, Warburg Pincus XII Partners, L.P., a Delaware limited partnership, Warburg Pincus Private Equity XII-D, L.P., a Delaware limited partnership, and Warburg Pincus Private Equity XII-E, L.P., a Delaware limited partnership (collectively, the Warburg Stockholder and, together with the GA Stockholder, the Lead Stockholders).
WHEREAS, as of the date hereof, the Lead Stockholders collectively hold a majority of the outstanding capital stock of the Company;
WHEREAS, in connection with, and effective upon, the date of completion of the initial public offering of the Company (the Effective Date), the Company and the Lead Stockholders wish to set forth certain understandings between such parties, including with respect to certain governance matters.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Lead Stockholders agree as follows:
1. Defined Terms. In addition to the terms defined elsewhere herein, the following terms have the following meaning when used herein with initial capital letters:
Affiliate of any Person shall mean any other Person controlled by, controlling or under common control with such first Person; where control (including, with its correlative meanings, controlling, controlled by and under common control with) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise).
Beneficially Own shall mean that a specified person has or shares the right, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to vote shares of capital stock of the Company.
Board means the board of directors of the Company.
Common Stock means common stock of the Company, par value $0.001 per share.
Director means any member of the Board.