AGREEMENT AND PLAN OF MERGER*
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.
WHEREAS, the parties hereto desire Merger Sub 2 to be merged with and into OSH MH LLC (the Merger), with OSH MH LLC surviving the Merger as a directly or indirectly wholly-owned subsidiary of OSH Inc., pursuant to the terms and subject to the conditions set forth herein and in accordance with the Limited Liability Company Act of the State of Illinois (Illinois Law) and the Limited Liability Company Act of the State of Delaware (Delaware Law and, together with Illinois Law, Applicable Law);
WHEREAS, OSH Inc. owns 100% of the issued and outstanding equity interests of Merger Sub 2;
WHEREAS, as consideration for the Merger, the holders of all of the existing and outstanding Founder Units, Investor Units III and Incentive Units (each as defined in the Limited Liability Company Operating Agreement of OSH MH LLC, dated as of December 12, 2016 (as amended or modified from time to time, the OSH MH LLC Agreement)) shall receive, in exchange for such units, certain equity interests, securities or incentive equity awards in OSH Inc., in accordance with the terms and provisions of Section 7 of this Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby acknowledge and agree as follows:
1. Merger. At the Effective Time (as defined in Section 2), Merger Sub 2 shall merge with and into OSH MH LLC, with OSH MH LLC continuing as the Surviving Company and a direct or indirect wholly-owned subsidiary of OSH Inc. (the Surviving Company) and the separate corporate existence of Merger Sub 2 shall cease.
2. Effective Time. The parties hereto shall each take or cause to be taken all such actions, or do or cause to be done all such things, as are necessary, proper or advisable under Applicable Law to make effective the Merger, subject, however, to the taking by the respective parties of any actions or receipt of any required approvals in accordance with Applicable Law. Upon compliance with applicable laws and upon receipt of any required approval of the sole member of Merger Sub 2 and the board of directors and members of OSH MH LLC, the Constituent Entities shall cause an executed Certificate of Merger as required by Applicable Law to be filed with the offices of the Secretary of State of the State of Delaware and the Secretary of State of the State of Illinois, respectively. The Merger shall become effective at such time as the Certificates of Merger are duly filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of Illinois or at such later time as is specified in such Certificate of Merger. The time at which the Merger so becomes effective shall be referred to as the Effective Time.
3. Certificate of Formation and Limited Liability Company Agreement. Upon the consummation of the Merger the certificate of formation of OSH MH LLC shall be the certificate of formation of the Surviving Company upon and after the Effective Time, unless and until duly amended,
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Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request.