AGREEMENT AND PLAN OF MERGER by and among CVS PHARMACY, INC., HALO MERGER SUB CORP., OAK STREET HEALTH, INC. and CVS HEALTH CORPORATION, solely for the limited purposes set forth herein Dated as of February 7, 2023Merger Agreement • February 8th, 2023 • Oak Street Health, Inc. • Services-health services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 7, 2023, by and among CVS Pharmacy, Inc., a Rhode Island corporation (“Parent”), Halo Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Oak Street Health, Inc., a Delaware corporation (the “Company”) and, solely for purposes of Section 1.1 (to the extent the terms defined therein are used in the following Sections and Article of this Agreement) Section 3.28, Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5, Section 4.6, Section 4.9, Section 4.16, Section 6.2, Section 6.12, Section 6.18 and Article IX, CVS Health Corporation, a Delaware corporation and ultimate parent company of Parent (“Ultimate Parent”). Each of Parent, Merger Sub, the Company and Ultimate Parent (to the extent Ultimate Party is a party to this Agreement for purposes of such Sections in accordance with Section 9.9) are sometimes referred to herein as a “Party.” All
FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 8th, 2023 • Oak Street Health, Inc. • Services-health services • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of February [•], 2023 (this “Agreement”), by and among Oak Street Health, Inc., a Delaware corporation (the “Company”), the stockholders listed on the signature page(s) hereto (together with any subsequent stockholders or transferees who become “Stockholders” pursuant to Section 3, collectively, the “Stockholders” and each individually, a “Stockholder”), and CVS Pharmacy, Inc., a Rhode Island corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
