FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG LIFESTANCE HEALTH GROUP, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF JUNE [ ], 2021Registration Rights Agreement • June 1st, 2021 • LifeStance Health Group, Inc. • Services-health services • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of June [ ], 2021 is made by and among:
CREDIT AGREEMENT Dated as of May 14, 2020 among LYNNWOOD MERGERSUB, INC., as the Initial Borrower, which on the Closing Date shall be merged with and into, LIFESTANCE HEALTH HOLDINGS, INC., with LifeStance Health Holdings, Inc. surviving such merger...Credit Agreement • June 1st, 2021 • LifeStance Health Group, Inc. • Services-health services • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of May 14, 2020 by and among Lynnwood MergerSub, Inc., a Delaware corporation (the “Initial Borrower”) (which on the Closing Date shall be merged with and into LifeStance Health Holdings, Inc., a Delaware corporation (the “Company”) (such merger, the “Closing Date Merger”), with the Company surviving such Closing Date Merger as the “Borrower”), Lynnwood Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), Capital One, National Association, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, as an Issuing Bank and a Swing Line Lender, HPS Investment Partners, LLC, as AAL Last Out Representative, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
CREDIT AGREEMENTCredit Agreement • August 10th, 2022 • LifeStance Health Group, Inc. • Services-health services • New York
This CREDIT AGREEMENT is entered into as of May 4, 2022, by and among LifeStance Health Holdings, Inc., a Delaware corporation (the “Borrower”), Lynnwood Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), Capital One, National Association (“Capital One”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as revolver agent (in such capacity, including any successor thereto, the “Revolver Agent”) under the Loan Documents, as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, as an Issuing Bank and a Swing Line Lender, Unitranche Loan Transaction II, LLC (“ULTra”) and each other lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
ContractStockholders Agreement • June 15th, 2021 • LifeStance Health Group, Inc. • Services-health services • Delaware
This STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 9, 2021, is made by and among:
LifeStance Health Group, Inc. Time and Performance-Based Restricted Stock Unit Award AgreementStock Unit Award Agreement • March 9th, 2023 • LifeStance Health Group, Inc. • Services-health services
This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units granted by LifeStance Health Group, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Company’s 2021 Equity Incentive Plan (as amended from time to time, the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2023 • LifeStance Health Group, Inc. • Services-health services • Arizona
This EMPLOYMENT AGREEMENT (this “Agreement”), by and between LifeStance Health Group, Inc. (the “Company”), a Delaware corporation with its principal place of business in Scottsdale, Arizona, and David Bourdon (the “Executive”), is entered into as of November 2, 2022 and is effective as of the date the Executive actually commences employment with the Company (the “Effective Date”), which is expected to be November 10, 2022.
FORM OF LIMITED PARTNER CONTRIBUTION AND EXCHANGE AGREEMENT BY AND AMONG LIFESTANCE HEALTH GROUP, INC., LIFESTANCE TOPCO, L.P. AND THE LIMITED PARTNERS OF LIFESTANCE TOPCO, L.P. PARTY HERETO DATED AS OF JUNE [ ], 2021Limited Partner Contribution and Exchange Agreement • June 1st, 2021 • LifeStance Health Group, Inc. • Services-health services • Delaware
This LIMITED PARTNER CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of June [ ], 2021, is hereby entered into by and among LifeStance Health Group, Inc., a Delaware corporation (the “PubCo”), LifeStance TopCo, L.P., a Delaware limited partnership (“TopCo”), and the persons party hereto (each a “Limited Partner” and collectively the “Limited Partners”).
LIFESTANCE HEALTH GROUP, INC. 2021 Equity Incentive Plan AMENDMENT TO Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • August 10th, 2022 • LifeStance Health Group, Inc. • Services-health services • Delaware
THIS AMENDMENT (this “Amendment”) amends the Restricted Stock Unit Award Agreement by and between LifeStance Health Group, Inc. (the “Company”), and Gwendolyn Booth (the “Participant”), dated June 9, 2021 (the “Agreement”), and is made as of June 30, 2022. Any capitalized term not defined herein shall have the meaning provided in the Agreement.
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • August 10th, 2022 • LifeStance Health Group, Inc. • Services-health services • Washington
This Separation and Release of Claims Agreement (this “Agreement”) is entered into by LifeStance Health Group, Inc. (“LifeStance”), and Gwendolyn Booth (“Employee”).
LIFESTANCE TOPCO, L.P. NOTICE OF AMENDED AWARD TERMSLifeStance Health Group, Inc. • June 1st, 2021 • Services-health services
This notice (this “Notice”) describes certain amendments that are being made to the Partnership Interest Award Agreement[s] (as amended and/or amended and restated from time to time, your “Award Agreement[s]”) between you and LifeStance TopCo, L.P. (the “Partnership”) and to any Class B Units you received under such Award Agreement[s] (collectively, your “Award[s]”) in connection with the initial public offering of shares of common stock of LifeStance Health Group, Inc. (“LifeStance”) and the related organizational transactions (together, the “IPO”). The Partnership, its subsidiaries, and LifeStance are collectively referred to in this Notice as the “Company”.
LIFESTANCE HEALTH GROUP, INC. AMENDMENT TO notice of amended award termsRestricted Stock Unit Award Agreement • March 9th, 2023 • LifeStance Health Group, Inc. • Services-health services
THIS AMENDMENT (this “Amendment”), effective as of November 2, 2022, amends that certain Notice of Amended Award Terms (the “Notice”), dated June 9, 2021, which describes certain amendments to the Partnership Interest Award Agreements (as amended and/or amended and restated from time to time, including as amended by the Notice, the “Award Agreements”) between J. Michael Bruff (“you”) and LifeStance TopCo, L.P. (the “Partnership”) and the Class B Units you received under such Award Agreements in connection with the initial public offering of shares of common stock of LifeStance Health Group, Inc. (“LifeStance”) and the related organizational transactions (together, the “IPO”). The Partnership, its subsidiaries, and LifeStance are collectively referred to in this Amendment as the “Company”. Any capitalized term not defined herein shall have the meaning provided in the Award Agreements.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 17th, 2022 • LifeStance Health Group, Inc. • Services-health services • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of April 30, 2021 by and among LifeStance Health Holdings, Inc., a Delaware corporation (the “Borrower”), Lynnwood Intermediate Holdings, Inc. (“Holdings”), Capital One, National Association (“Capital One”), as administrative agent and as collateral agent (in each such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents (as defined in the Credit Agreement), the lenders party hereto as Incremental Term Lenders (the “Incremental Term Lenders”) and the Lenders (as defined in the Credit Agreement) party hereto.
20,000,000 SHARES LIFESTANCE HEALTH GROUP, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 24th, 2024 • LifeStance Health Group, Inc. • Services-health services • New York
LifeStance Health Group, Inc. Stock Award AgreementStock Award Agreement • March 9th, 2023 • LifeStance Health Group, Inc. • Services-health services
This agreement (this “Agreement”) evidences an award (the “Award”) of shares of Common Stock granted by LifeStance Health Group, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Company’s 2021 Equity Incentive Plan (as amended from time to time, the “Plan”).
LIFESTANCE HEALTH GROUP, INC. 2021 Equity Incentive Plan AMENDMENT TO Time- Based Restricted Stock Unit Award AgreementAward Agreement • March 9th, 2023 • LifeStance Health Group, Inc. • Services-health services
THIS AMENDMENT (this “Amendment”) amends the Time-Based Restricted Stock Unit Award Agreement (Time-Based Award) by and between LifeStance Health Group, Inc. (the “Company”) and J. Michael Bruff (the “Participant”), dated April 25, 2022 (as amended, the “Agreement”), and is effective as of November 2, 2022 (the “Effective Date”). Any capitalized term not defined herein shall have the meaning provided in the Agreement.
] SHARES LIFESTANCE HEALTH GROUP, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT June [ ], 2021Underwriting Agreement • June 1st, 2021 • LifeStance Health Group, Inc. • Services-health services • New York
REGISTRATION RIGHTS AGREEMENT BY AND AMONG LIFESTANCE HEALTH GROUP, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF JUNE 9, 2021Registration Rights Agreement • June 15th, 2021 • LifeStance Health Group, Inc. • Services-health services • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of June 9, 2021 is made by and among:
STOCK TRANSFER RESTRICTION AGREEMENTStock Transfer Restriction Agreement • June 15th, 2021 • LifeStance Health Group, Inc. • Services-health services • Delaware
This Stock Transfer Restriction Agreement (the “Agreement”) is made as of June 9, 2021 by and among LifeStance Health Group, Inc., a Delaware corporation (the “Company”); LifeStance TopCo, L.P., a Delaware limited partnership (the “Partnership”); the Sponsor Investors (as defined herein); the Management Investors (as defined herein); and the Employee and Other Investors (as defined herein).
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • June 1st, 2021 • LifeStance Health Group, Inc. • Services-health services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June [ ], 2021, by and among LFST Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), LifeStance TopCo, L.P., a Delaware limited partnership (“TopCo”), LifeStance Health Group, Inc., a Delaware corporation (“PubCo”), in accordance with Section 18-209 of the Delaware Limited Liability Company Act (the “Limited Liability Company Act”) and Section 17-211 of the Delaware Revised Uniform Limited Partnership Act (the “Limited Partnership Act”).
LifeStance Health Group, Inc. INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • August 10th, 2022 • LifeStance Health Group, Inc. • Services-health services
This INDEPENDENT Contractor Agreement (this “Agreement”), made and entered into as of July 1, 2022 (the “Effective Date”), between LifeStance Health Group, Inc. (“Company”) and Gwendolyn Booth (“Contractor”) contains the terms and conditions on which Contractor will provide certain Services (as hereinafter defined) to Company. In consideration of the promises and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
AMENDMENT TO Stock Transfer Restriction AgreementStock Transfer Restriction Agreement • August 10th, 2022 • LifeStance Health Group, Inc. • Services-health services
THIS AMENDMENT TO THE Stock Transfer Restriction Agreement (this “Amendment”) is made as of June 30, 2022, by and among LifeStance Health Group Inc., a Delaware limited liability company (the “Company”), TPG VIII Lynwood Holdings Aggregation, L.P. (“TPG”), and Gwendolyn Booth ( “Booth” and collectively with the Company and TPG, the “Parties”). Any capitalized term not defined herein shall have the meaning given it in the Stock Transfer Restriction Agreement between the Parties and certain other Sponsor Investors, Management Investors and Employee and Other Investors, dated June 9, 2021 (the “Agreement”).
TRANSITION AGREEMENTTransition Agreement • March 9th, 2023 • LifeStance Health Group, Inc. • Services-health services • Washington
This Transition Agreement (this “Agreement”) is entered into by LifeStance Health Group, Inc. (“LifeStance”) LifeStance Health, Inc. (the “Company”, and collectively with LifeStance and its affiliates, the “Company Group”) and J. Michael Bruff (“Employee”) on November 2, 2022 (the “Signing Date”).
LIFESTANCE HEALTH GROUP, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 1st, 2021 • LifeStance Health Group, Inc. • Services-health services
This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units granted by LifeStance Health Group, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Company’s 2021 Equity Incentive Plan (as amended from time to time, the “Plan”).
FORM OF STOCK TRANSFER RESTRICTION AGREEMENTStock Transfer Restriction Agreement • June 1st, 2021 • LifeStance Health Group, Inc. • Services-health services • Delaware
This Stock Transfer Restriction Agreement (the “Agreement”) is made as of June [ ], 2021 by and among LifeStance Health Group, Inc., a Delaware corporation (the “Company”); LifeStance TopCo, L.P., a Delaware limited partnership (the “Partnership”); the Sponsor Investors (as defined herein); the Management Investors (as defined herein); and the Employee and Other Investors (as defined herein).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 28th, 2024 • LifeStance Health Group, Inc. • Services-health services • New York
This CREDIT AGREEMENT is entered into as of May 4, 2022, by and among LifeStance Health Holdings, Inc., a Delaware corporation (the “Borrower”), Lynnwood Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), Capital One, National Association (“Capital One”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as revolver agent (in such capacity, including any successor thereto, the “Revolver Agent”) under the Loan Documents, as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, as an Issuing Bank and a Swing Line Lender, Unitranche Loan Transaction II, LLC (“ULTra”) and each other lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
