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. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 10th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 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 Harbor 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 pages under
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”).
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”).
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”).
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
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. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 10th, 2020 • Oak Street Health, Inc. • 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 shares of common stock, par value $ per share, of the Company proposes to sell to the several Underwriters an aggregate of 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 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”).
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”).
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
