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July 15, 2022

July 15, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.

As filed with the Securities and Exchange Commission on August 27, 2021.

S-1/A Table of Contents As filed with the Securities and Exchange Commission on August 27, 2021.

Form of Underwriting Agreement.

Exhibit 1.1 [●] Shares EVERSIDE HEALTH GROUP, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT [●], 2021 [●], 2021 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC Goldman Sachs & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Goldman Sachs & Co. LLC 200 West Street N

Form of Registration Rights Agreement.

Exhibit 4.2 EVERSIDE HEALTH GROUP, INC. REGISTRATION RIGHTS AGREEMENT [DATE], 2021 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the [•] day of [•], 2021, by and among Everside Health Group, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Invest

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF EVERSIDE HEALTH GROUP, INC. Name of Subsidiary Jurisdiction of Incorporation or Organization Paladina DPC Holding Co. LLC Delaware, U.S. Healthstat, Inc. North Carolina, U.S. Everside Health, LLC (fka Paladina Health, LLC) Activate Healthcare, LLC Delaware, U.S. Indiana, U.S. R-Health, Inc. Pennsylvania, U.S.

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.

Exhibit 10.5 EVERSIDE HEALTH GROUP, INC. INDEMNIFICATION AGREEMENT (For [Directors][Officers] of a Delaware Corporation) This Indemnification Agreement (“Agreement”) is made as of by and between Everside Health Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as In

As filed with the Securities and Exchange Commission on August 6, 2021.

Table of Contents As filed with the Securities and Exchange Commission on August 6, 2021.

Second Certificate of Amendment to Certificate of Incorporation of Registrant.

Exhibit 3.1.2 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF NEAPH ACQUISITIONCO, INC. The undersigned, Christopher T. Miller, hereby certifies that: 1. He is the duly elected Chief Executive Officer of NEAPH Acquisitionco, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”). 2. The original Certificate of Incorporation of the Cor

Second Amendment and Waiver to Loan and Security Agreement, by and between Comerica Bank, Paladina Health, LLC, DPC Medical Group, P.C., Paladina Medical Group of New Jersey, P.C., Paladina Health Medical Group PC and Activate Healthcare LLC, dated as of April 20, 2020.

Exhibit 10.14 SECOND AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT This Second Amendment and Waiver to Loan and Security Agreement (the ?Amendment?) is entered into as of April 20, 2020, by and between COMERICA BANK, a Texas banking association (?Bank?) and PALADINA HEALTH, LLC, a Delaware limited liability company formerly known as Davita DPC Management Company, LLC (?Paladina?), DPC MEDICA

Employment Agreement, by and between Christopher Miller and Paladina Health, LLC, dated as of May 24, 2018.

Exhibit 10.7 PALADINA HEALTH, LLC May 24, 2018 Christopher Miller Re: Employment Agreement Dear Chris, Paladina Health, LLC (the ?Company?) is pleased to offer you continued employment pursuant to the terms of this Employment Agreement (the ?Agreement?). 1. Effective Date; Term. This Agreement shall become effective upon the date of the closing of the transactions contemplated by that certain Secu

Amendment to Management Consulting Agreement, by and between Everside Health LLC and NEA Management Company LLC, dated May 5, 2021.

Exhibit 10.19 AMENDMENT TO MANAGEMENT CONSULTING AGREEMENT This AMENDMENT TO MANAGEMENT CONSULTING AGREEMENT (this ?Amendment?) is entered into as of May 5, 2021, by and among Everside Health, LLC (f/k/a Paladina Health, LLC), a Delaware limited liability company (the ?Company?) and NEA Management Company LLC, a Delaware limited liability company (the ?Consultant?). RECITALS WHEREAS, the Company a

Offer Letter, by and between Heather Dixon and Everside Health Holdings, LLC, dated as of May 12, 2021.

Exhibit 10.11 May 12, 2021 Dear Heather: I am pleased to confirm your offer of employment at Everside Health. We look forward to your first day of work on June 14, 2021. You will be working as our Chief Financial Officer reporting to Chris Miller, CEO. The position will be remote based in the Chicago, IL area. The following represents the terms and conditions in this regard: ? Your base salary for

Form of Amended and Restated Certificate of Incorporation of the Registrant (to be effective immediately prior to the consummation of this offering).

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EVERSIDE HEALTH GROUP, INC. Everside Health Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Everside Health Group, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of

First Amendment to Loan and Security Agreement, by and between Comerica Bank, Paladina Health, LLC, DPC Medical Group, P.C., Paladina Medical Group of New Jersey, P.C., Paladina Health Medical Group PC and Activate Healthcare LLC, dated as of May 31, 2019.

Exhibit 10.13 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement is entered into as of May 31, 2019 (the ?Amendment?) by and among COMERICA BANK (?Bank?), PALADINA HEALTH, LLC, a Delaware limited liability company formerly known as Davita DPC Management Company, LLC (?Paladina?), DPC MEDICAL GROUP, P.C., a Washington corporation (?DPC?), PALADINA MED

Power of Attorney.

Table of Contents As filed with the Securities and Exchange Commission on July 16, 2021.

Form of Amended and Restated By-laws of the Registrant (to be effective immediately prior to the consummation of this offering).

Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF EVERSIDE HEALTH GROUP, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place

Loan and Security Agreement, by and between Comerica Bank, Paladina Health, LLC, DPC Medical Group, P.C., Paladina Medical Group of New Jersey, P.C. and Paladina Health Medical Group PC, dated as of June 27, 2018.

Exhibit 10.12 LOAN AND SECURITY AGREEMENT June 27, 2018 This LOAN AND SECURITY AGREEMENT (this ?Agreement?) is entered into as of June 27, 2018, by and between Comerica Bank (?Bank?) and Paladina Health, LLC, a Delaware limited liability company formerly known as Davita DPC Management Company, LLC (?Paladina?), DPC Medical Group, P.C., a Washington corporation (?DPC?), Paladina Medical Group of Ne

Specimen Common Stock Certificate.

Exhibit 4.1 EH INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 30041C 10 1 SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF EVERSIDE HEALTH GROUP, INC. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this

Management Consulting Agreement, by and between Paladina Health LLC and NEA Management Company LLC, dated June 1, 2018.

Exhibit 10.18 Execution Version This MANAGEMENT CONSULTING AGREEMENT (this ?Agreement?) is entered into as of June 1, 2018, by and among PALADINA HEALTH, LLC, a Delaware limited liability company (the ?Company?) and NEA MANAGEMENT COMPANY LLC, a Delaware limited liability company (the ?Consultant?). RECITALS WHEREAS, certain affiliates of the parties hereto entered into that Equity Purchase Agreem

Offer Letter, by and between Neil Flanagan and Paladina Health, LLC, dated as of July 17, 2020.

Exhibit 10.10 July 17, 2020 Dear Neil: I am pleased to confirm your offer of employment at Paladina Health LLC. We look forward to your first day of work on TBD. You will be working as our Chief Financial Officer reporting to Chris Miller, CEO. The following represents the terms and conditions in this regard: Your base salary for this position will be $350,000 per annum, less standard deductions a

1400 Wewatta Office Lease Agreement, by and between Wewatta and Wynkoop PT, LLC and Paladina Health, LLC, dated as of November 12, 2018.

Exhibit 10.6 WEWATTA AND WYNKOOP PT, LLC, as Landlord, and PALADINA HEALTH, LLC, as Tenant Dated as of November 12, 2018 (with Effective Date as provided in the Lease) 1400 Wewatta Denver, Colorado TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND BASIC TERMS 1 1.1 Definitions 1 1.2 Basic Terms 1 ARTICLE 2 LEASE OF PREMISES AND LEASE TERM 3 2.1 Premises 3 2.2 Term, Delivery and Commencement. 3 2.2.

Fourth Amendment and Joinder to Loan and Security Agreement, by and between Comerica Bank, Everside Health, LLC (formerly Paladina Health, LLC), Paladina Medical Group of New Jersey, P.C., Paladina Health Medical Group PC, Activate Healthcare LLC, Healthstat, Inc., Gateway Direct Primary Care JV, LLC, Healthstat Wellness, Inc., Paladina Medical Group of California, Professional Corporation, Paladina DPC Holding Co., LLC, and R-Health, Inc., dated as of July 12, 2021.

Exhibit 10.16 FOURTH AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENT This Fourth Amendment and Joinder to Loan and Security Agreement is entered into as of July 12, 2021 (the ?Amendment?) by and among COMERICA BANK (?Bank?), EVERSIDE HEALTH, LLC, a Delaware limited liability company formerly known as Paladina Health, LLC which was formerly known as Davita DPC Management Company, LLC (?Eversid

Certificate of Incorporation of the Registrant, as currently in effect.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF NEAPH ACQUISITIONCO, INC. FIRST: The name of this corporation shall be: NEAPH Acquisitionco, Inc. SECOND: Its registered office in the State of Delaware is to be located at: 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801, and its registered agent at such address is: The Corporation Trust Company. THIRD: The purpose or purposes

Third Amendment and Joinder to Loan and Security Agreement, by and between Comerica Bank, Everside Health, LLC (formerly Paladina Health, LLC), Paladina Medical Group of New Jersey, P.C., Paladina Health Medical Group PC, Activate Healthcare LLC, Healthstat, Inc., Gateway Direct Primary Care JV, LLC, Healthstat Wellness, Inc., Paladina Medical Group of California, Professional Corporation and Paladina DPC Holding Co., LLC, dated as of March 25, 2021.

Exhibit 10.15 THIRD AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENT This Third Amendment and Joinder to Loan and Security Agreement is entered into as of March 25, 2021 (the ?Amendment?) by and among COMERICA BANK (?Bank?), EVERSIDE HEALTH, LLC, a Delaware limited liability company formerly known as Paladina Health, LLC which was formerly known as Davita DPC Management Company, LLC (?Everside

By-laws of the Registrant, as currently in effect.

Exhibit 3.3 BY-LAWS of NEAPH ACQUISITIONCO, INC. (the ?Corporation?) 1. Stockholders (a) Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is established or said mee

First Certificate of Amendment to Certificate of Incorporation of Registrant.

Exhibit 3.1.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF NEAPH ACQUISITIONCO, INC. The undersigned does hereby certify on behalf of NEAPH Acquisitionco, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as follows: DOES HEREBY CERTIFY: FIRST: That the name of this Corporation is NEAPH Acquisitionco, Inc.

Employment Agreement, by and between Tobias Barker, M.D. and Paladina Health, LLC, dated as of October 18, 2018.

Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is made effective as of October 18, 2018 (the ?Effective Date?), by and between Paladina Health, LLC (?Employer?) and Tobias Barker, MD (?Employee?). In consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bo

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF EVERSIDE HEALTH GROUP, INC. Name of Subsidiary Jurisdiction of Incorporation or Organization Paladina DPC Holdings Co. LLC Delaware, U.S. Healthstat, Inc. North Carolina, U.S. Everside Health, LLC (fka Paladina Health, LLC) Activate Healthcare, LLC Delaware, U.S. Indiana, U.S. R-Health, Inc. Pennsylvania, U.S.

Offer Letter, by and between Gaurov Dayal and Paladina Health, LLC, dated as of November 1, 2020.

EX-10.9 12 d121876dex109.htm EX-10.9 Exhibit 10.9 November 1, 2020 Dear Gaurov Dayal: I am pleased to confirm your offer of employment at Paladina Health LLC. We look forward to your first day of work on or around January 4, 2021 (specific date TBD). You will be working as our President & COO reporting to Chris Miller, Chief Executive Officer. The following represents the terms and conditions in t

Stock Purchase Agreement, by and among Paladina DPC Holding Co., LLC, Paladina Health Holdings, LLC, Healthstat, Inc., Healthstat Wellness, Inc., Dr. Robert Eric Hart, the sellers named therein, and HSSR LLC as the sellers’ representative, dated October 7, 2020.

Exhibit 10.17 EXECUTION VERSION STOCK PURCHASE AGREEMENT BY AND AMONG PALADINA DPC HOLDING CO., LLC, PALADINA HEALTH HOLDINGS, LLC, HEALTHSTAT, INC., HEALTHSTAT WELLNESS, INC., DR. ROBERT ERIC HART, THE SELLERS NAMED HEREIN, AND HSSR LLC, AS THE SELLERS? REPRESENTATIVE DATED OCTOBER 7, 2020 THIS IS A DRAFT. NO AGREEMENT, ORAL OR WRITTEN, REGARDING OR RELATING TO ANY OF THE MATTERS COVERED BY THIS

STOCK PURCHASE AGREEMENT BY AND AMONG PALADINA DPC HOLDING CO., LLC, PALADINA HEALTH HOLDINGS, LLC, HEALTHSTAT, INC., HEALTHSTAT WELLNESS, INC., DR. ROBERT ERIC HART, THE SELLERS NAMED HEREIN, AND HSSR LLC, AS THE SELLERS’ REPRESENTATIVE DATED OCTOBE

Exhibit 10.13 EXECUTION VERSION STOCK PURCHASE AGREEMENT BY AND AMONG PALADINA DPC HOLDING CO., LLC, PALADINA HEALTH HOLDINGS, LLC, HEALTHSTAT, INC., HEALTHSTAT WELLNESS, INC., DR. ROBERT ERIC HART, THE SELLERS NAMED HEREIN, AND HSSR LLC, AS THE SELLERS? REPRESENTATIVE DATED OCTOBER 7, 2020 THIS IS A DRAFT. NO AGREEMENT, ORAL OR WRITTEN, REGARDING OR RELATING TO ANY OF THE MATTERS COVERED BY THIS

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Exhibit 10.14 Execution Version This MANAGEMENT CONSULTING AGREEMENT (this ?Agreement?) is entered into as of June 1, 2018, by and among PALADINA HEALTH, LLC, a Delaware limited liability company (the ?Company?) and NEA MANAGEMENT COMPANY LLC, a Delaware limited liability company (the ?Consultant?). RECITALS WHEREAS, certain affiliates of the parties hereto entered into that Equity Purchase Agreem

As confidentially submitted to the Securities and Exchange Commission on June 25, 2021. This Amendment No. 1 to the draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remai

Table of Contents As confidentially submitted to the Securities and Exchange Commission on June 25, 2021.

1400 Wewatta Street Suite 350 Denver, CO 80202 | www.paladinahealth.com

Exhibit 10.8 July 17, 2020 Dear Neil: I am pleased to confirm your offer of employment at Paladina Health LLC. We look forward to your first day of work on TBD. You will be working as our Chief Financial Officer reporting to Chris Miller, CEO. The following represents the terms and conditions in this regard: Your base salary for this position will be $350,000 per annum, less standard deductions an

AMENDMENT TO MANAGEMENT CONSULTING AGREEMENT

Exhibit 10.15 AMENDMENT TO MANAGEMENT CONSULTING AGREEMENT This AMENDMENT TO MANAGEMENT CONSULTING AGREEMENT (this ?Amendment?) is entered into as of May 5, 2021, by and among Everside Health, LLC (f/k/a Paladina Health, LLC), a Delaware limited liability company (the ?Company?) and NEA Management Company LLC, a Delaware limited liability company (the ?Consultant?). RECITALS WHEREAS, the Company a

As confidentially submitted to the Securities and Exchange Commission on May 14, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential.

Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 14, 2021.