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*Merger Agreement • 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*Merger Agreement • 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.
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”).
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.
Oak Street Health, Inc. 15,625,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 11th, 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 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”.
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”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • August 11th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of August 10, 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.
MASTER STRUCTURING AGREEMENT*Master Structuring Agreement • August 11th, 2020 • Oak Street Health, Inc. • Services-health services • Delaware
SECOND: An Agreement and Plan of Merger, by and between OSH Merger Sub 2, LLC, a Delaware limited liability company (the “Disappearing Company”), and OSH Management Holdings, LLC, an Illinois limited liability company (the “Surviving Company”), has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with Title 6, Section 18-209 of the Delaware Limited Liability Company Act, and in accordance with Section 805 ILCS/37-20 of the Illinois Limited Liability Company Act.
