Amendment No. 1 to the Registration Rights Agreement between Privia Health Group, Inc. and the other signatories party thereto dated October 29, 2021

EX-10.11 2 exhibit1011-amendmentno1to.htm EX-10.11 Document

Exhibit 10.11

AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT

This Amendment No. 1 (this “Amendment”), effective as of October 29, 2021, is made to that certain Registration Rights Agreement, dated as of May 2, 2021 (this “Agreement”), by and among Privia Health Group, Inc., a Delaware corporation (the “Company”), Brighton Health Group Holdings, LLC, and the parties listed on Schedule I thereto.

W I T N E S S E T H:

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

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

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

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

“14. Thomas Bartrum

15. David Mountcastle”

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

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

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

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


PRIVIA HEALTH GROUP, INC.
By:			/s/ Thomas Bartrum
			Name: Thomas Bartrum
			Title: General Counsel

[Signature Page to Registration Rights Agreement]


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


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


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

[Signature Page to Registration Rights Agreement]


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

[Signature Page to Registration Rights Agreement]


			/s/ Jeffrey B. Butler
			Jeffrey B. Butler

[Signature Page to Registration Rights Agreement]


NATIONAL INVESTMENT GROUP, INC.
By:			/s/ Robert Haft
			Name: Robert Haft,
			Title: Manager

[Signature Page to Registration Rights Agreement]


HEP PRIVIA INVESTORS, LLC
By:			/s/ David P. Tamburri
			Name: David P. Tamburri
			Title: President & Secretary

[Signature Page to Registration Rights Agreement]


BRIGHTON FAMILY, LLC
By:			/s/ William M. Sullivan
			Name: William M. Sullivan
			Title: Managing Member

[Signature Page to Registration Rights Agreement]


			/s/ David Rothenberg
			David Rothenberg

[Signature Page to Registration Rights Agreement]


CHP III, L.P.
By:			CHP III Management, LLC, its general partner

			By: /s/ John J. Park
			Name: John J. Park
			Title: Managing Member

Address for Notices: Cardinal Partners 230 Nassau Street Princeton, NJ 08542 Attn: John Park Email: johnpark@cardinalpartners.com

[Signature Page to Registration Rights Agreement]


SOUTH BEDFORD COMPANY LLC
By:			/s/ Scott Hayworth
			Name: Scott Hayworth, MD
			Title: Managing Director, South Bedford Company

Address for Notices: 90 South Bedford Rd. Mount Kisco, NY 10549

[Signature Page to Registration Rights Agreement]



By:			/s/ Shawn Morris
			Name: Shawn Morris

Address for Notices:


By:			/s/ Parth Mehrotra
			Name: Parth Mehrotra

Address for Notices:

[Signature Page to Registration Rights Agreement]


			/s/ Thomas Bartrum
			Thomas Bartrum

[Signature Page to Registration Rights Agreement]


			/s/ David Mountcastle
			David Mountcastle

[Signature Page to Registration Rights Agreement]