17,500,000 Units Oaktree Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 17,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,625,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herei
Oaktree Acquisition Corp. 333 South Grand AvenueSecurities Subscription Agreement • June 28th, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on April 23, 2019 by and between Oaktree Acquisition Holdings, L.P., a Cayman Islands exempted limited limited partnership (the “Subscriber” or “you”), and Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 562,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • June 28th, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2019, by and between Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [·] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 28th, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2019, is entered into by and among Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Oaktree Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
Indemnification AgreementIndemnification Agreement • December 22nd, 2020 • Oaktree Acquisition Corp. • Services-offices & clinics of doctors of medicine • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 2020 by and between Hims & Hers Health, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
WARRANT AGREEMENT between OAKTREE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • July 23rd, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 22, 2019 is by and between Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 23rd, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of July 17, 2019, is entered into by and among Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Oaktree Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 23rd, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Oaktree Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, dated as of July 22, 2019 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
Oaktree Acquisition Corp.Underwriting Agreement • July 23rd, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Credit Suisse Securities (USA) LLC and Deutsche Bank Securities, Inc., as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • July 23rd, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 22, 2019, by Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Oaktree Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (the “Sponsor” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Oaktree Acquisition Corp.Underwriting Agreement • July 23rd, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Credit Suisse Securities (USA) LLC and Deutsche Bank Securities, Inc., as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
HIMS, INC. FORM OF CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • February 27th, 2023 • Hims & Hers Health, Inc. • Services-offices & clinics of doctors of medicine • California
This Change in Control Severance Agreement (the “Agreement”) is made and entered into by and between [NAME OF EMPLOYEE OR DIRECTOR] (the “Executive”) and Hims, Inc., a Delaware corporation (the “Company”), effective as of the date specified in Section 1 below.
PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENTGrowth Capital Loan and Security Agreement • December 2nd, 2020 • Oaktree Acquisition Corp. • Services-offices & clinics of doctors of medicine • California
This is a PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of November 27, 2019 by and between (i) HIMS, INC., a Delaware corporation, as a borrower, and any other Person that executes a Joinder Agreement to become a borrower under this Agreement, and (ii)(A) TRIPLEPOINT VENTURE GROWTH BDC CORP., a Maryland corporation, in its capacity as the sole and initial lender (in such capacity, “TPVG”) and in its capacity as Collateral Agent pursuant to the Collateral Agency Agreement (as defined herein) (in such capacity, “Collateral Agent”) (in such capacity, TPVG or any other lender signatory hereto from time to time, in their respective capacities as lenders, each a “Lender” and collectively the “Lenders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2021 • Hims & Hers Health, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 20, 2021, by and among Hims & Hers Health, Inc., a Delaware corporation, formerly known as Oaktree Acquisition Corp., a Cayman islands exempted company (the “Company”), and Oaktree Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (the “Sponsor” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Investor” and collectively the “Investors”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 2nd, 2020 • Oaktree Acquisition Corp. • Services-offices & clinics of doctors of medicine • Delaware
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 27, 2019 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”) and HIMS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.
SHARE EXCHANGE AGREEMENT by and among HIMS, INC., OAKTREE ACQUISITION CORP., ANDREW DUDUM and THE ANDREW DUDUM 2015 TRUST, DATED JULY 2, 2015 Dated as of January 20, 2021Share Exchange Agreement • January 26th, 2021 • Hims & Hers Health, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of January 20, 2021, is entered into by and among Hims, Inc., a Delaware corporation (“Hims”), Andrew Dudum (the “CEO”), The Andrew Dudum 2015 Trust, dated July 2, 2015 (the “CEO Trust”), and Oaktree Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in accordance with the terms of the Merger Agreement (as defined below)) (“Parent”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
OAKTREE ACQUISITION CORP.Office Space and Administrative Services Agreement • June 28th, 2019 • Oaktree Acquisition Corp. • Blank checks
EXPENSE REIMBURSEMENT AGREEMENTExpense Reimbursement Agreement • June 28th, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
This EXPENSE REIMBURSEMENT AGREEMENT (this “AGREEMENT”) is made as of April 24, 2019 by and between Oaktree Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (“Sponsor”), and Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”) (collectively referred to herein as the “Parties”, and each a “Party”).
OAKTREE ACQUISITION CORP.Office Space and Administrative Services Agreement • July 23rd, 2019 • Oaktree Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Oaktree Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Oaktree Acquisition Holdings, L.P. shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071 (or any successor location). In exchange therefore, the Company shall pay Oaktree Acquisition Holdings, L.P. a sum of $10,000 per month, respectively, on the Effective
SPONSOR AGREEMENT September 30, 2020Sponsor Agreement • October 1st, 2020 • Oaktree Acquisition Corp. • Blank checks
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time, the “Merger Agreement”) by and among Oaktree Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in accordance therewith, “Parent”), Rx Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent, and Hims, Inc., a Delaware corporation (the “Company”). This sponsor agreement (this “Sponsor Agreement”) is being entered into and delivered by the Company, Parent and Oaktree Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (“Parent Sponsor”), in connection with the transactions contemplated by the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
HIMS & HERS HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 30, 2020Investors’ Rights Agreement • October 1st, 2020 • Oaktree Acquisition Corp. • Blank checks • Delaware
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 30th day of September, 2020, by and among Oaktree Acquisition Corp., a Cayman Islands exempted company and which shall domesticate in accordance with the Merger Agreement as HIMS & HERS HEALTH, INC., a Delaware corporation (“Parent”), Hims, Inc., a Delaware corporation (the “Company”), and the holders of Parent Common Stock (as defined below), each of which is herein referred to as a “Common Holder” and collectively as the “Common Holders”.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 28th, 2019 • Oaktree Acquisition Corp. • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Oaktree Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, dated as of [·], 2019 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG OAKTREE ACQUISITION CORP., RX MERGER SUB, INC., and HIMS, INC. Dated as of September 30, 2020Merger Agreement • October 1st, 2020 • Oaktree Acquisition Corp. • Blank checks • Delaware
The Company renounces, to the fullest extent permitted by law, any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Company who is not an employee of the Company or any of its subsidiaries, or (ii) any holder of Preferred Stock (or any affiliate thereof) or any partner, member, director, stockholder, employee or agent of any such holder (or such affiliate), other than someone who is
Hims, Inc. One Letterman Drive Suite C3500 San Francisco, CA 94129Separation Agreement • December 2nd, 2020 • Oaktree Acquisition Corp. • Services-offices & clinics of doctors of medicine • California
This letter confirms the agreement (“Agreement”) between you and Hims, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation discussed with you in exchange for a general release of claims.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 1st, 2020 • Oaktree Acquisition Corp. • Blank checks • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Oaktree Acquisition Corp., a Cayman Islands exempted company (“Oaktree”), and the undersigned subscriber (the “Investor”), in connection with the Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Oaktree, Hims, Inc., a Delaware corporation (the “Company”), and Rx Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, will become a wholly-owned subsidiary of Oaktree, on the terms and subject to the conditions therein (the transactions contemplated by the Transaction Agreement, including the merger, the “Transaction”). In connection
SUPPORT AGREEMENTSupport Agreement • October 1st, 2020 • Oaktree Acquisition Corp. • Blank checks • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is entered into as of [•], 2020, by and between Oaktree Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in accordance the Merger Agreement (as defined below), “Parent”), and the undersigned stockholder (the “Company Stockholder”). Capitalized terms used and not defined herein shall have the meanings set forth in the Merger Agreement.
Hims, Inc. San Francisco, CA 94107Separation Agreement • December 2nd, 2020 • Oaktree Acquisition Corp. • Services-offices & clinics of doctors of medicine • California
This letter confirms the agreement (“Agreement”) between you and Hims, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation discussed with you in exchange for a general release of claims.
