AGREEMENT AND PLAN OF MERGERMerger Agreement • July 29th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of [●], 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 MERGERMerger Agreement • July 29th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of [●], 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.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 29th, 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 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”).
TAX MATTERS AGREEMENTTax Matters Agreement • July 29th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), is made as of [●], 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.
SPONSOR DIRECTOR NOMINATION AGREEMENTSponsor Director Nomination Agreement • July 29th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS SPONSOR 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., a Delaware limited partnership (together with its affiliated investment entities, “General Atlantic”) and Newlight Harbor 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”).
MASTER STRUCTURING AGREEMENTMaster Structuring Agreement • July 29th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • July 29th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [●], 2020, by and among Oak Street Health, Inc., a Delaware corporation (“OSH Inc.”), 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” and, together with GA Interholdco, the “Contributing Investors”), 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.
