Document

Exhibit 10.11

AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 (this “Amendment”), effective as of August 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.
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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]