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.
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
