CONTRIBUTION AND EXCHANGE AGREEMENT
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this Agreement) is made as of August 10, 2020, by and among Oak Street Health, Inc., a Delaware corporation (OSH Inc.), General Atlantic (OSH) Interholdco L.P, a Delaware limited partnership (GA Interholdco), General Atlantic (OSH) LLC, a Delaware limited liability company (GA Blocker), Quantum Strategic Partners Ltd., a Cayman Islands exempted company (QSP and, together with GA Interholdco, the Contributing Investors), and QSP OSH Holdings LLC, a Delaware limited liability company (Newlight Blocker and, together with GA Blocker, the Sponsor Blockers). 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, GA Interholdco owns all of the issued and outstanding common units and certain debt instruments in GA Blocker, as set forth on Schedule I hereto (all such common units and such debt instruments in GA Blocker, the GA Blocker Contributed Interests); and
WHEREAS, QSP owns all of the issued and outstanding common units, as set forth on Schedule I hereto, in Newlight Blocker (all such common units in Newlight Blocker, the Newlight Blocker Contributed Interests and, together with the GA Blocker Contributed Interests, the Contributed Interests).
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, intending to be legally bound hereby, the parties hereto agree as follows:
1. Contribution of Contributed Interests and Issuance of Exchange Shares.
(a) Each of GA Interholdco and QSP shall contribute, transfer and assign (or cause to be contributed, transferred and assigned) to OSH Inc. all of such Contributing Investors right, title and interests in all of the Contributed Interests held by such Contributing Investor and in exchange for such Contributed Interests, OSH Inc. shall issue to such Contributing Investor the number of Exchange Shares set forth opposite such Contributing Investors name on Schedule I hereto, free and clear of any lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
(b) The issuance of the Exchange Shares to each of the Contributing Investors hereunder is intended to be exempt from registration under the Securities Act pursuant to Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act.
(c) The Exchange Shares will continue to be Exchange Shares for purposes of this Agreement in the hands of any holder other than a Contributing Investor (except for OSH Inc. or its subsidiaries and except for transferees in a public offering), and except as otherwise provided herein, each such other holder of the Exchange Shares will succeed to all rights and obligations attributable to such Contributing Investor as a holder of the Exchange Shares pursuant to this Agreement. The Exchange Shares will also include units of OSH Inc.s equity interests issued with respect to the Exchange Shares by way of a split, dividend, distribution or other recapitalization.
2. Representations and Warranties of OSH Inc. In connection with the transactions contemplated hereby, OSH Inc. represents and warrants to each Contributing Investor that:
(a) The execution, delivery and performance of this Agreement has been duly authorized by OSH Inc. and this Agreement constitutes a valid and binding obligation of OSH Inc., enforceable in