SPONSOR DIRECTOR NOMINATION AGREEMENT
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 Companys initial public offering (the IPO) of shares of its common stock, par value $0.001 per share (the Common Stock).
WHEREAS, as of the date hereof, the Lead Sponsors collectively own a majority of the outstanding equity interests of Oak Street Health, LLC;
WHEREAS, the Lead Sponsors are contemplating causing the Company to effect the IPO;
WHEREAS, the Lead Sponsors currently have the authority to appoint certain members of the board of managers of the Companys subsidiary, Oak Street Health, LLC;
WHEREAS, in consideration of the Lead Sponsors agreeing to undertake the IPO, the Company has agreed to permit the Lead Sponsors to designate persons for nomination for election to the board of directors of the Company (the Board) following the Effective Date on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties to this Agreement agrees as follows:
1. Board Nomination Rights.
From the Effective Date, (A) each Lead Sponsor shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) three (3) Directors (as defined below), so long as such Lead Sponsor Beneficially Owns shares of Common Stock representing at least 20% of the Common Stock then outstanding, (ii) two (2) Directors, in the event that such Lead Sponsor Beneficially Owns shares of Common Stock representing at least 10% but less than 20% of the shares of Common Stock then outstanding, and (iii) one (1) Director, in the event that such Lead Sponsor Beneficially Owns shares of Common Stock representing at least 5% but less than 10% of the shares of Common Stock then outstanding (such persons, the Nominees).
(a) From the Effective Date, so long as General Atlantic has the right to nominate at least a Director under this Section 1(a) and any such Nominee is serving on the Board, General Atlantic may designate one (1) such Director as the tie-breaking (the Tie-Breaking Director) who shall have the tie-breaking vote if the Board of Directors is deadlocked on any matter requiring the approval of the Board of Directors pursuant to Article Five, Section 2 of the Companys Amended and Restated Certificate of Incorporation.