INDEMNIFICATION AGREEMENTIndemnification Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2020 between Oak Street Health, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
OAK STREET HEALTH, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 16, 2021 0% Convertible Senior Notes due 2026Indenture • March 16th, 2021 • Oak Street Health, Inc. • Services-health services • New York
INDENTURE dated as of March 16, 2021 between OAK STREET HEALTH, 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).
Oak Street Health, Inc. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • February 8th, 2021 • Oak Street Health, Inc. • Services-health services • New York
EGC – Testing the waters authorization (to be delivered by the issuer to J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC in email or letter form).
OAK STREET HEALTH, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 10, 2020 among Oak Street Health, Inc., a Delaware corporation (the “Company”), General Atlantic (OSH) Interholdco, L.P., a Delaware limited partnership, and its Affiliates (as defined herein) (collectively, “General Atlantic”), Newlight Harbour Point SPV LLC, a Delaware limited liability company, and its Affiliates (as defined herein) (collectively, “Newlight”), and any investment entity controlled or managed by General Atlantic or Newlight or one of their respective Affiliates that at any time executes a counterpart of this Agreement and each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, the “Investors” and individually, an “Investor”), each other Person listed on the signature pages hereto under the caption “Other Holders” or who executes a Joinder as an “Other Holder” (collectively, the “Other Holders”) and each of the executives listed on the signature pa
AGREEMENT AND PLAN OF MERGER by and among CVS PHARMACY, INC., HALO MERGER SUB CORP., OAK STREET HEALTH, INC. and CVS HEALTH CORPORATION, solely for the limited purposes set forth herein Dated as of February 7, 2023Agreement and Plan of Merger • February 8th, 2023 • Oak Street Health, Inc. • Services-health services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 7, 2023, by and among CVS Pharmacy, Inc., a Rhode Island corporation (“Parent”), Halo Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Oak Street Health, Inc., a Delaware corporation (the “Company”) and, solely for purposes of Section 1.1 (to the extent the terms defined therein are used in the following Sections and Article of this Agreement) Section 3.28, Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5, Section 4.6, Section 4.9, Section 4.16, Section 6.2, Section 6.12, Section 6.18 and Article IX, CVS Health Corporation, a Delaware corporation and ultimate parent company of Parent (“Ultimate Parent”). Each of Parent, Merger Sub, the Company and Ultimate Parent (to the extent Ultimate Party is a party to this Agreement for purposes of such Sections in accordance with Section 9.9) are sometimes referred to herein as a “Party.” All
DEFAULT WAIVER AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 10th, 2023 • Oak Street Health, Inc. • Services-health services • New York
THIS DEFAULT WAIVER AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 4, 2023, is entered into by and among (a) (i) OAK STREET HEALTH, INC. a Delaware corporation (“Parent”), (ii) OAK STREET HEALTH, LLC, an Illinois limited liability company (“Oak Street Health”), (iii) OAK STREET HEALTH MSO, LLC, an Illinois limited liability company (“Oak Street Health MSO”), (iv) RUBICONMD HOLDINGS, INC., a Delaware corporation (“RubiconMD Holdings”), (v) RUBICONMD, INC., a Delaware corporation (“RubiconMD”), (vi) RUBICONMD MSO, LLC, a Delaware limited liability company (“RubiconMD MSO”), (vii) OSH-ESC Joint Venture, LLC, an Illinois limited liability company (“OSH-ESC”), (viii) ACORN NETWORK, LLC, an Illinois limited liability company (“Acorn Network”), (ix) PACE OF SOUTHWEST CHICAGO, LLC, an Illinois limited liability company (“Pace”), and (x) OAK STREET HEALTH MEDICARE PARTNERS, LLC, an Illinois limited liability company (“Oak Street Medicare Partners”; and
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services • California
This LOAN AND SECURITY AGREEMENT is made and dated as of August 7, 2017 and is entered into by and among (a) (i) OAK STREET HEALTH, LLC, an Illinois limited liability company (“Oak Street Health”), (ii) OAK STREET HEALTH MSO, LLC, an Illinois limited liability company (“Oak Street Health MSO”), (iii) ACORN NETWORK, LLC, an Illinois limited liability company (“Acorn Network”), (iv) OAK STREET HEALTH PHYSICIANS GROUP, P.C., an Illinois professional corporation (“OSH Physicians”), (v) OSH-IL PHYSICIANS GROUP, LLC, an Illinois limited liability company (“OSH-IL”), (vi) OSH-MI PHYSICIANS GROUP, PC, a Michigan professional corporation (“OSH-MI”), (vii) OSH-IN PHYSICIANS GROUP, PC, an Indiana professional corporation (“OSH-IN”), and (viii) each of the Qualified Subsidiaries and Physician’s Groups of any of the foregoing (the “Additional Borrowers”; and together with Oak Street Health, Oak Street Health MSO, Acorn Network, OSH Physicians, OSH-IL, OSH-MI and OSH-IN, jointly and severally, indiv
OAK STREET HEALTH MSO, LLC EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services
This EMPLOYMENT AGREEMENT (the “Agreement”), entered into as of December 1, 2015, by and between Oak Street Health MSO, LLC, a limited liability company organized under the laws of the State of Illinois (the “Company”) and James Chow (the “Employee”) (collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services • Illinois
This Employment Agreement (this “Agreement”), is made and entered into on February 27, 2015, by and among Oak Street Health, LLC, an Illinois limited liability company (the “Company”) and Michael Pykosz (“Executive”). This Agreement shall become effective as of the Effective Date (as hereinafter defined).
RESTRICTED SHARES AWARD AGREEMENT OAK STREET HEALTH, INC. OMNIBUS INCENTIVE PLANRestricted Shares Award Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services
Oak Street Health, Inc. (the “Company”) grants to the Participant named below (“you”) the number of Restricted Shares set forth below (the “Award”), under this Restricted Shares Award Agreement (“Agreement”).
Oak Street Health, Inc. [●] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 30th, 2020 • Oak Street Health, Inc. • Services-health services • New York
EGC – Testing the waters authorization (to be delivered by the issuer to J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, and Morgan Stanley & Co. LLC in email or letter form)
AGREEMENT AND PLAN OF MERGER*Agreement and Plan of Merger • August 11th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 10, 2020 by and among OSH Management Holdings, LLC, an Illinois limited liability company (“OSH MH LLC”), Oak Street Health, Inc., a Delaware corporation (“OSH Inc.”), and OSH Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of OSH Inc. (“Merger Sub 2” and, together with OSH MH LLC, the “Constituent Entities”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Exhibit H to the Master Structuring Agreement dated as of the date hereof.
AGREEMENT AND PLAN OF MERGER*Agreement and Plan of Merger • August 11th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 10, 2020 by and among Oak Street Health, LLC, an Illinois limited liability company (“OSH LLC”), Oak Street Health, Inc., a Delaware corporation (“OSH Inc.”), and OSH Merger Sub 1, LLC, a Delaware limited liability company and wholly-owned subsidiary of OSH Inc. (“Merger Sub 1” and, together with OSH LLC, the “Constituent Entities”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Exhibit H to the Master Structuring Agreement dated as of the date hereof.
RSU AWARD AGREEMENT OAK STREET HEALTH, INC. OMNIBUS INCENTIVE PLANRsu Award Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services
Oak Street Health, Inc. (the “Company”) grants to the Participant named below (“you”) the number of restricted stock units (“RSUs”) set forth below (the “Award”), under this RSU Award Agreement (“Agreement”).
OSH Management Holdings, LLC An Illinois Limited Liability Company LIMITED LIABILITY COMPANY OPERATING AGREEMENT Dated as of December 12, 2016Limited Liability Company Operating Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of OSH Management Holdings, LLC, an Illinois limited liability company (the “Company”) is made and entered into as of December 12, 2016 (the “Effective Date”) by and among the Company and Oak Street Health, LLC, an Illinois limited liability company (“Holdings”), and the persons who becomes a member of the Company in accordance with the terms of this Agreement (collectively, the “Members”). Any reference in this Agreement to a Member shall include such Member’s successors to the extent such successors have become Members in accordance with the provisions of this Agreement.
OAK STREET HEALTH LLC EQUITY INCENTIVE PLAN INCENTIVE UNIT AWARD AND CONTRIBUTION AGREEMENTIncentive Unit Award and Contribution Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services • Illinois
This Incentive Unit Award and Contribution Agreement (this “Agreement”), is made effective as of , 2019 (hereinafter referred to as the “Date of Grant”), among Oak Street Health, LLC, an Illinois limited liability company (the “Company”), OSH Management Holdings, LLC (“Management LLC”) and (the “Participant”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • August 11th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of August 10, 2020, by and between Oak Street Health, Inc., a Delaware corporation (the “Company”) and Humana Inc., a Delaware corporation (“Humana”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its common stock, par value $0.001 per share (the “Common Stock”).
OPTION AWARD AGREEMENT OAK STREET HEALTH, INC. OMNIBUS INCENTIVE PLANOption Award Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services
Oak Street Health, Inc. (the “Company”) grants to the Participant named below (“you”) [an Incentive/a Nonstatutory] Stock Option to purchase the number of Shares set forth below (the “Option”), under this Option Award Agreement (“Agreement”).
OAK STREET HEALTH MSO, LLC EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”), entered into effective as of August 5, 2019 (the “Effective Date”), by and between Oak Street Health MSO, LLC, a limited liability company organized under the laws of the State of Illinois (the “Company”) and Timothy Cook (the “Employee”) (collectively, the “Parties”).
TAX MATTERS AGREEMENTTax Matters Agreement • August 11th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), is made as of August 10, 2020, by and among Oak Street Health, Inc., a Delaware corporation (“OSH Inc.”), Oak Street Health, LLC, an Illinois limited liability company (“OSH LLC”), Geoffrey Price (the “Initial Partnership Representative”), OSH Management Holdings, LLC, an Illinois limited liability company (“OSH MH LLC”), General Atlantic (OSH) Interholdco L.P, a Delaware limited partnership (“GA Interholdco”), General Atlantic (OSH) LLC, a Delaware limited liability company (“GA Blocker”), Quantum Strategic Partners Ltd., a Cayman Islands exempted company (“QSP”), OSH Investors, LLC, a Delaware limited liability company, and QSP OSH Holdings LLC, a Delaware limited liability company (“Newlight Blocker” and, together with GA Blocker, the “Sponsor Blockers”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Exhibit H to the Master Structuring Agreement dated as of the date hereof.
CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services • California
THIS CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of July 13, 2018 (the “Amendment Effective Date”), is entered into by and among (a) (i) Oak Street Health, LLC, an Illinois limited liability company (“Oak Street Health”), (ii) Oak Street Health MSO, LLC, an Illinois limited liability company (“Oak Street Health MSO”), (iii) Acorn Network, LLC, an Illinois limited liability company (“Acorn Network”), (iv) Oak Street Health Physicians Group, P.C., an Illinois professional corporation (“OSH Physicians”), (v) OSH-IL Physicians Group, LLC, an Illinois limited liability company (“OSH-IL”), (vi) OSH-MI Physicians Group, PC, a Michigan professional corporation (“OSH-MI”), (vii) OSH-IN Physicians Group, PC, an Indiana professional corporation (“OSH-IN”), and (viii) each of the Qualified Subsidiaries and Physician Groups of any of the foregoing (the “Additional Borrowers”; and together with Oak Street Health, Oak Street Health MSO, Acorn Network, OSH P
FORM OF VOTING AND SUPPORT AGREEMENTForm of Voting and Support Agreement • February 8th, 2023 • Oak Street Health, Inc. • Services-health services • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of February [•], 2023 (this “Agreement”), by and among Oak Street Health, Inc., a Delaware corporation (the “Company”), the stockholders listed on the signature page(s) hereto (together with any subsequent stockholders or transferees who become “Stockholders” pursuant to Section 3, collectively, the “Stockholders” and each individually, a “Stockholder”), and CVS Pharmacy, Inc., a Rhode Island corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
JOINDER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services • California
This JOINDER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of April 26, 2019 and is entered into by and among (a) (a) (i) OAK STREET HEALTH, LLC, an Illinois limited liability company (“Oak Street Health”), (ii) OAK STREET HEALTH MSO, LLC, an Illinois limited liability company (“Oak Street Health MSO”), (iii) ACORN NETWORK, LLC, an Illinois limited liability company (“Acorn Network”), (iv) OAK STREET HEALTH PHYSICIANS GROUP, P.C., an Illinois professional corporation (“OSH Physicians”), (v) OSH-IL PHYSICIANS GROUP, LLC, an Illinois limited liability company (“OSH-IL”), (vi) OSH-MI PHYSICIANS GROUP, PC, a Michigan professional corporation (“OSH-MI”), (vii) OSH-IN PHYSICIANS GROUP, PC, an Indiana professional corporation (“OSH-IN”), (viii) OSH-OH PHYSICIANS GROUP, LLC, an Ohio limited liability company (“OSH-OH”), (ix) OSH-PA PHYSICIANS GROUP, PC, a Pennsylvania professional corporation (“OSH-PA”), (x) OSH-NJ PHYSICIANS GROUP, PC, a New Jersey profess
Oak Street Health, Inc. 15,625,000 Shares of Common Stock Underwriting AgreementOak Street Health, Inc. • August 11th, 2020 • Services-health services • New York
Oak Street Health, 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 15,625,000 shares of common stock, par value $0.001 per share, of the Company proposes to sell to the several Underwriters an aggregate of 15,625,000 shares of common stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 2,343,750 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”.
ADMINISTRATIVE SERVICES AGREEMENT BETWEEN [INSERT PRACTICE NAME] AND OAK STREET HEALTH MSO, LLCAdministrative Services Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services
This Administrative Services Agreement (“Agreement”) is made by and among [INSERT PRACTICE NAME], a [INSERT JURISDICTION] professional corporation (“Provider”), Griffin Robert Myers, M.D. (“Owner”), the sole owner of Provider and Oak Street Health MSO, LLC, an Illinois limited liability company (“Manager”). This Agreement is effective on [INSERT DATE] (the “Effective Date”).
OAK STREET HEALTH MSO, LLC EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services
This EMPLOYMENT AGREEMENT (the “Agreement”), entered into effective as of January 2, 2018 (the “Effective Date”), by and between Oak Street Health MSO, LLC, a limited liability company organized under the laws of the State of Illinois (the “Company”) and Robert Guenthner (the “Employee”) (collectively, the “Parties”).
SPONSOR DIRECTOR NOMINATION AGREEMENTSponsor Director Nomination Agreement • August 11th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS SPONSOR DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of August 10, 2020, by and among Oak Street Health, Inc., a Delaware corporation (the “Company”), General Atlantic (OSH) Interholdco, L.P., a Delaware limited partnership (together with its affiliated investment entities, “General Atlantic”) and Newlight Harbour Point SPV LLC, a Delaware limited liability company (together with its affiliated investment entities, “Newlight” and together with General Atlantic, the “Lead Sponsors”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its common stock, par value $0.001 per share (the “Common Stock”).
RSU AWARD AGREEMENT (PERFORMANCE-BASED) OAK STREET HEALTH, INC. OMNIBUS INCENTIVE PLANRsu Award Agreement • May 4th, 2022 • Oak Street Health, Inc. • Services-health services
Oak Street Health, Inc. (the “Company”) grants to the Participant named below (“you”) the number of restricted stock units (“RSUs”) set forth below (the “Award”), under this RSU Award Agreement (“Agreement”).
RSU AWARD AGREEMENTRsu Award Agreement • October 2nd, 2020 • Oak Street Health, Inc. • Services-health services
Oak Street Health, Inc. (the “Company”) grants to the Participant named below (“you”) the number of restricted stock units (“RSUs”) set forth below (the “Award”), under this RSU Award Agreement (“Agreement”). The Award is being granted outside of the Company’s Omnibus Incentive Plan (the “Plan”), but shall be subject to certain terms and conditions of the Plan as specified herein.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 3rd, 2022 • Oak Street Health, Inc. • Services-health services • New York
This LOAN AND SECURITY AGREEMENT is made and dated as of September 30, 2022 and is entered into by and among (a) (i) OAK STREET HEALTH, INC. a Delaware corporation (“Parent”), (ii) OAK STREET HEALTH, LLC, an Illinois limited liability company (“Oak Street Health”), (iii) OAK STREET HEALTH MSO, LLC, an Illinois limited liability company (“Oak Street Health MSO”), (iv) RUBICONMD HOLDINGS, INC., a Delaware corporation (“RubiconMD Holdings”), (v) RUBICONMD, INC., a Delaware corporation (“RubiconMD”), (vi) RUBICONMD MSO, LLC, a Delaware limited liability company (“RubiconMD MSO”), (vii) OSH-ESC Joint Venture, LLC, an Illinois limited liability company (“OSH-ESC”), (viii) ACORN NETWORK, LLC, an Illinois limited liability company (“Acorn Network”), (ix) PACE OF SOUTHWEST CHICAGO, LLC, an Illinois limited liability company (“Pace”), (x) OAK STREET HEALTH MEDICARE PARTNERS, LLC, an Illinois limited liability company (“Oak Street Medicare Partners”) and (xi) each Subsidiary of any of the foregoi
MASTER STRUCTURING AGREEMENTMaster Structuring Agreement • July 29th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2020, by and among Oak Street Health, Inc., a Delaware corporation (the “Company”), General Atlantic (OSH) Interholdco, L.P. and its Affiliates (as defined herein) (collectively, “General Atlantic”) and Newlight Harbor Point SPV LLC and its Affiliates (as defined herein) (collectively, “Newlight” and together with General Atlantic, the “Lead Sponsors”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its common stock, par value $0.001 per share (the “Common Stock”).
SAR AWARD AGREEMENT OAK STREET HEALTH, INC. OMNIBUS INCENTIVE PLANSar Award Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services
Oak Street Health, Inc. (the “Company”) grants to the Participant named below (“you”) the number of Stock Appreciation Rights (“SARs”) set forth below (the “Award”), under this SAR Award Agreement (“Agreement”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • May 2nd, 2023 • Oak Street Health, Inc. • Services-health services • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 2, 2023, between OAK STREET HEALTH, INC., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of January 13, 2020 and is entered into by and among (a) (a) (i) OAK STREET HEALTH, LLC, an Illinois limited liability company (“Oak Street Health”), (ii) OAK STREET HEALTH MSO, LLC, an Illinois limited liability company (“Oak Street Health MSO”), (iii) ACORN NETWORK, LLC, an Illinois limited liability company (“Acorn Network”), (iv) OAK STREET HEALTH PHYSICIANS GROUP, P.C., an Illinois professional corporation (“OSH Physicians”), (v) OSH-IL PHYSICIANS GROUP, LLC, an Illinois limited liability company (“OSH-IL”), (vi) OSH-MI PHYSICIANS GROUP, PC, a Michigan professional corporation (“OSH-MI”), (vii) OSH-IN PHYSICIANS GROUP, PC, an Indiana professional corporation (“OSH-IN”), (viii) OSH-OH PHYSICIANS GROUP, LLC, an Ohio limited liability company (“OSH-OH”), (ix) OSH-PA PHYSICIANS GROUP, PC, a Pennsylvania professional corporation (“OSH-PA”), (x) OSH-NJ PHYSICIANS GROUP, PC, a New Jersey professional corpo
