This STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this Agreement), dated as of June 9, 2021, is made by and among:
a. LifeStance Health Group, Inc., a Delaware corporation (the Company);
b. TPG VIII Lynnwood Holdings Aggregation, L.P., a Delaware limited partnership (TPG and, collectively with its Permitted Transferees that are Affiliates, the TPG Investor);
c. Summit Partners Growth Equity Fund IX-A, L.P., a Delaware limited partnership, Summit Partners Growth Equity Fund IX-B, L.P., a Delaware limited partnership, Summit Investors GE IX/VC IV, LLC, a Delaware limited partnership, Summit Partners Entrepreneur Advisors Fund II, L.P., a Delaware limited partnership and Summit Investors GE IX/VC IV (UK), LP., a Cayman Islands limited partnership (Summit and, collectively with its Permitted Transferees that are Affiliates, the Summit Investor);
d. Silversmith Capital Partners I-A, LP, a Delaware limited partnership and Silversmith Capital Partners I-B, LP, a Delaware limited partnership (Silversmith and, collectively with its Permitted Transferees that are Affiliates, the Silversmith Investor);
e. such other Persons who from time to time become party hereto by executing a counterpart signature page hereof and are designated by the Board (as defined below) as Other Stockholders (the Other Stockholders and, together with the TPG Investor, the Summit Investor and the Silversmith Investor, the Stockholders); and
f. solely with respect to Section 3.1(g), Michael Lester (the CEO).
WHEREAS, on the date hereof, the Company has priced an initial public offering (the IPO) of shares of its common stock, par value $0.01 per share (the Common Stock), pursuant to an Underwriting Agreement dated as of the date hereof;
WHEREAS, in connection with the IPO, pursuant to a series of organizational transactions, the Company will issue shares of Common Stock to the Stockholders; and
WHEREAS, the parties hereto desire to provide for certain governance rights and other matters, and to set forth the respective rights and obligations of the Stockholders following the IPO.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: