1LIFE HEALTHCARE, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 29, 2020 3.00% Convertible Senior Notes due 2025Indenture • May 29th, 2020 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • New York
INDENTURE dated as of May 29, 2020 between 1LIFE HEALTHCARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
1LIFE HEALTHCARE, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • March 17th, 2021 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between 1LIFE HEALTHCARE, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • March 17th, 2021 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between 1LIFE HEALTHCARE, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
1LIFE HEALTHCARE, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • March 17th, 2021 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between 1Life Healthcare, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
ContractWarrant Agreement • January 3rd, 2020 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractWarrant Agreement • October 18th, 2019 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
INDEMNITY AGREEMENTIndemnity Agreement • January 21st, 2020 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of [ ], 2020, is made by and between 1LIFE HEALTHCARE, INC., a Delaware corporation (the “Company” or “One Medical”), and (“Indemnitee”).
1LIFE HEALTHCARE, INC. STOCK OPTION AGREEMENTStock Option Agreement • January 21st, 2020 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine
As reflected by your Stock Option Grant Notice (“Grant Notice”) 1Life Healthcare, Inc. (the “Company”) has granted you an option under its 2020 Equity Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock at the exercise price indicated in your Grant Notice (the “Option”). Capitalized terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as applicable. The terms of your Option as specified in the Grant Notice and this Stock Option Agreement constitute your Option Agreement.
1LIFE HEALTHCARE, INC. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 22nd, 2020 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of 1Life Healthcare, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
1LIFE HEALTHCARE, INC. AGREEMENT for AMIR DAN RUBINEmployment Agreement • January 21st, 2020 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • California
This Agreement (this “Agreement”), is made and entered into as of June 27, 2017 by and between Amir Dan Rubin (“Executive”) and 1Life Healthcare, Inc. (the “Company”).
1LIFE HEALTHCARE, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 21st, 2020 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 15 day of January, 2020, by and among 1LIFE HEALTHCARE, INC., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
PHYSICIAN EMPLOYMENT AGREEMENT by and between Apollo Medical Group, Inc. (“Group”) and Andrew Diamond, MD. (“Physician”)Physician Employment Agreement • October 18th, 2019 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • California
THIS PHYSICIAN EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of August 1, 2007 (the “Execution Date”), by and between Apollo Medical Group DBA Metropolitan Medical Group, a California professional medical corporation (“Group”), and Andrew Diamond MD an individual (“Physician”). Group and Physician are sometimes referred to in this Agreement as a “Party” or, collectively, as the “Parties.”
1LIFE, INC. PROVIDER STOCK OPTION PROGRAM & ADVISORY SERVICES AGREEMENTProvider Stock Option Program & Advisory Services Agreement • October 18th, 2019 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • California
Congratulations! You have been selected to participate in the 1Life Healthcare, Inc. (“Company”) Stock Option Plan through this Provider Stock Option Program and Advisory Services Agreement (“Agreement”). This Provider Stock Option Program has been designed to enable the Company to compensate certain medical services providers (each, a “Provider Participant”) for valuable advisory and consulting services (“Advisory Services”) provided to the Company separate and apart from services that you may provide in your employment by one of Company’s affiliated One Medical Group professional corporations providing primary care services (“Employer”).
JOINDER AND SUPPORT AGREEMENTJoinder and Support Agreement • June 8th, 2021 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • Delaware
This JOINDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June __, 2021, is made and entered into by and among 1Life Healthcare, Inc., a Delaware corporation (“Parent”), Iora Health, Inc., a Delaware corporation (the “Company”) and the undersigned holder of Company Capital Stock (together with any of his, her or its Affiliates, the “Holder”). Each of Parent and the Holder are collectively referred to from time to time herein as the “Parties,” and each, individually, as a “Party.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ADMINISTRATIVE SERVICES AGREEMENT by and between 1LIFE HEALTHCARE, INC. and [ONE MEDICAL GROUP]Administrative Services Agreement • October 18th, 2019 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • California
THIS ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is entered into by and between 1Life Healthcare, Inc., a Delaware corporation (“Administrator”) and [One Medical Group, a [ ] professional corporation] (“Group”) shall govern and be deemed to be effective as of [ ] (the “Effective Date”). Group and Administrator are sometimes referred to in this Agreement as a “Party” or, collectively, as the “Parties.”
1LIFE HEALTHCARE, INC. WARRANT TO PURCHASE SERIES G PREFERRED STOCKWarrant Agreement • January 3rd, 2020 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • Delaware
THIS CERTIFIES THAT, for value received, «WARRANTHOLDER» (the “Holder”), is entitled to subscribe for and purchase from 1LIFE HEALTHCARE, INC., a Delaware corporation (the “Company”), «Shares» shares of Exercise Shares at the Exercise Price (each subject to adjustment as provided herein).
VOTING AGREEMENTVoting Agreement • June 7th, 2021 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • Delaware
This Voting Agreement (this “Agreement”) is entered into as of June __, 2021, by and among Iora Health, Inc., a Delaware corporation (the “Company”), 1Life Healthcare, Inc., a Delaware corporation (“Parent”), and the stockholder of Parent set forth on Exhibit A hereto (the “Specified Stockholder”).
1LIFE HEALTHCARE, INC. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 21st, 2020 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • New York
1Life Healthcare, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [__] shares of common stock, par value $[__] per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [__] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2019 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • Delaware
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 26, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and 1LIFE HEALTHCARE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
GOOGLE INBOUND SERVICES AGREEMENTInbound Services Agreement • November 26th, 2019 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • California
This Inbound Services Agreement (“ISA”) is effective as of the Effective Date and is entered into by and among Google, 1Life, and One Medical Group.
AGREEMENT AND PLAN OF MERGER among 1LIFE HEALTHCARE, INC., SB MERGER SUB, INC., IORA HEALTH, INC. and FORTIS ADVISORS LLC AS THE STOCKHOLDERS’ REPRESENTATIVE Dated as of June 6, 2021Merger Agreement • June 7th, 2021 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 6, 2021 (this “Agreement” and such date, the “Agreement Date”), is entered into by and among 1Life Healthcare, Inc., a Delaware corporation (“Parent”), SB Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Iora Health, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Stockholders’ Representative. Certain capitalized terms used herein are defined in Section 8.14.
ONE EMBARCADERO CENTER 1LIFE HEALTHCARE, INC. FIRST AMENDMENT TO OFFICE LEASEOffice Lease • October 18th, 2019 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine
This FIRST AMENDMENT TO OFFICE LEASE, (the “Amendment”) is made and entered into as of the 17 day of June, 2019 (“Effective Date”) by and between One Embarcadero Center Venture, a California general partnership (“Landlord”), and 1LIFE HEALTHCARE, INC., a Delaware corporation (“Tenant”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • February 22nd, 2023 • 1Life Healthcare Inc • Services-offices & clinics of doctors of medicine • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of February 22, 2023 (this “Supplemental Indenture”), by and between 1Life Healthcare, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company (successor in interest to U.S. Bank National Association), National Association, as trustee (the “Trustee”), supplements the Indenture dated May 29, 2020 (the “Indenture”), between the Company and the Trustee.
