EX-10.3





 Exhibit 10.3 

MASTER STRUCTURING AGREEMENT* 

THIS MASTER STRUCTURING AGREEMENT (this “Agreement”), dated as of August 10, 2020, is entered into by and among: 

(1)     Oak Street Health, Inc., a Delaware corporation (“OSH Inc.”); 

(2)    (i) OSH Merger Sub 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of OSH Inc.
(“Merger Sub 1”) and (ii) OSH Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of OSH Inc. (“Merger Sub 2” and, together with Merger Sub 1, the “Merger
Subs” and each a “Merger Sub”); 
 (3)     (i) Quantum Strategic Partners Ltd., a Cayman
Islands exempted company (“QSP”) and (ii) QSP OSH Holdings LLC, a Delaware limited liability company (“Newlight Blocker”); 

(4)     (i) General Atlantic (OSH) Interholdco L.P., a Delaware limited partnership (“GA Interholdco”)
and (ii) General Atlantic (OSH) LLC, a Delaware limited liability company (“GA Blocker”); 
 (5)
    OSH Management Holdings, LLC, an Illinois limited liability company (“OSH MH LLC”); 
 (6)
    Oak Street Health, LLC, an Illinois limited liability company (“OSH LLC”); and 

(7)    Geoffrey Price, as Initial Partnership Representative. 

Each of the foregoing parties hereto is referred to individually as a “Party” and collectively as the
“Parties”. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Exhibit H hereto. 

RECITALS 
 WHEREAS,
it is contemplated that OSH Inc. will consummate an initial public offering (the “IPO”) of its shares of common stock, par value $0.001 per share (the “Common Stock”); 

WHEREAS, in connection with the consummation of the IPO, the Parties desire to effect a series of transactions pursuant to a single integrated
plan intended to reorganize the corporate structure of OSH Inc., including, without limitation, the steps more fully set forth below; 

WHEREAS, subject to the terms and conditions set forth in that certain Contribution and Exchange Agreement attached hereto as Exhibit A
(the “Contribution and Exchange Agreement”), each of QSP and GA Interholdco desires to contribute all of the Newlight Blocker Contributed Interests and GA Blocker Contributed Interests, respectively, held by such entity to OSH Inc.
in exchange for shares of Common Stock as set forth in the Contribution and Exchange Agreement (the “Contribution of Blocker Interests to OSH Inc.”); 

WHEREAS, immediately following the Contribution of Blocker Interests to OSH Inc., subject to the conditions set forth in that certain
Agreement and Plan of Merger attached hereto as Exhibit B (the “Company Merger Agreement”), Merger Sub 1 desires to merge with and into OSH LLC (the “Company Merger”), with OSH LLC continuing on as the
surviving company following such merger; 
  

	*	 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. 














 WHEREAS, immediately following the Company Merger, subject to the conditions set forth in
that certain Agreement and Plan of Merger attached hereto as Exhibit C (the “Management Merger Agreement”), Merger Sub 2 desires to merge with and into OSH MH LLC (the “Management Merger”), with OSH MH LLC
continuing on as the surviving company following such merger; 
 WHEREAS, the legal structure chart of OSH LLC and certain of its
subsidiaries and affiliates as of the date hereof immediately prior to the consummation of the transactions contemplated by this Agreement to occur on the date hereof is attached hereto as Schedule I; and 

WHEREAS, following the consummation of all of the transactions contemplated by this Agreement, the legal structure of OSH Inc. and certain of
its subsidiaries and affiliates is intended to reflect the structure chart attached hereto as Schedule II. 
 NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 

1.    The Reorganization. On the date hereof, subject to the terms and conditions herein, the Parties intend to
reorganize the corporate structure of OSH Inc. through the following transactions (collectively, the “Reorganization Transactions”) substantially simultaneously and in the following sequential order: 

(a)    Step 1. Contribution of Blocker Interests to OSH Inc. QSP, GA Interholdco and OSH Inc. hereby consummate the
Contribution of Blocker Interests to OSH Inc. in accordance with the Contribution and Exchange Agreement. 

(b)    Step 2. Company Merger. Immediately following the consummation of the transactions contemplated by
Section 1(a), Merger Sub 1 and OSH LLC shall consummate the Company Merger, in accordance with and pursuant to the terms of the Company Merger Agreement, by filing a Certificate of Merger with the Secretaries of State of
the State of Delaware and the State of Illinois in the form attached hereto as Exhibit D. In connection with the Company Merger, the separate existence of Merger Sub 1 shall cease and OSH LLC shall continue on as the surviving company. 

(c)    Step 3. Management Merger. Immediately following the consummation of the transaction contemplated by
Section 1(b), Merger Sub 2 and OSH MH LLC shall consummate the Management Merger, in accordance with and pursuant to the terms of the Management Merger Agreement, by filing a Certificate of Merger with the Secretaries of
State of the State of Delaware and the State of Illinois in the form attached hereto as Exhibit E. In connection with the Management Merger, the separate existence of Merger Sub 2 shall cease and OSH MH LLC shall continue on as the surviving
company. 
 (d)    Step 4. Tax Matters Agreement. OSH Inc., OSH LLC, Newlight Blocker, GA Blocker, and Geoffrey
Price, as Initial Partnership Representative, shall enter into a tax matters agreement substantially in the form attached hereto as Exhibit F (the “Tax Matters Agreement”). 

2.    Structuring Intentions. Notwithstanding anything in this Agreement to the contrary, it is the desire of the
Parties to effectuate the transactions contemplated by this Agreement, and certain other transactions occurring prior to the date of this Agreement, in accordance with the steps reflected in Exhibit G attached hereto. Therefore, in the event
of any ambiguity or conflict in this Agreement or any of the exhibits or schedules attached hereto, it is the intent of the Parties that such ambiguity or conflict be resolved in such a manner that gives effect to the steps reflected in Exhibit
G attached hereto, including the final legal entity structure of OSH Inc. and its subsidiaries set forth on Schedule II. 

  
 2 













 3.    Waiver of Requirements. Each of the Parties hereby
irrevocably waives any claim that the execution or consummation of any of the transactions effected pursuant to this Agreement violate or are prevented by any provision of such Party’s governing documents, including any limited liability
company agreement, operating agreement, bylaws, or other similar governing document (including any provision that may purport to require any member or owner of such Party to offer such Party’s securities to any other person before transferring
ownership of such securities). 
 4.    Exhibits. Each of the exhibits hereto, upon execution and/or filing with
any relevant filing or regulatory authority, shall be appended to this Agreement as the final and definitive forms of such Exhibit. 

5.    Adjustments. In the event that OSH Inc. reasonably determines following the date hereof that any of the
dollar amounts or figures set forth herein should be adjusted, amended or revised in order to account for or reflect the finally determined and agreed upon allocations or values of the cash or equity contributions and/or transactions described
herein, this Agreement and any of the exhibits or schedules hereto may be so amended, modified or revised by OSH Inc. with the consent or approval of GA Interholdco and Newlight Harbour Point SPV LLC (which consent or approval may be given by email
or otherwise in writing by any party authorized to act on behalf of GA Interholdco and Newlight Harbour Point SPV LLC, respectively), it being the intent of the Parties that any such amendments, modifications or revisions shall be effective as of
the date hereof. 
 6.    Remedies. The Parties agree that irreparable damage would occur in the event that any
of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached by the Parties. It is accordingly agreed that any of the Parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement by any of the Parties and to enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to any other remedy to which the Parties are entitled at law or in equity. 

7.    Consent to Jurisdiction; Service of Process. Each of the Parties irrevocably agrees that any legal action or
proceeding arising out of or relating to this Agreement brought by any other Party or its successors or assigns shall be brought and determined only in the Delaware Chancery Court and any state court sitting in the State of Delaware to which an
appeal from the Delaware Chancery Court may be validly taken, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with
regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described
above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein, and no Party will file a motion to dismiss any action filed in a state
or federal court in the State of Delaware, on any jurisdictional or venue-related grounds, including the doctrine of forum non conveniens. Process in any action or proceeding referred to in the first sentence of this
Section 7 may be served on any Party anywhere in the world. 
 8.    Successors and
Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each of the parties and their respective successors and assigns, and nothing in this Agreement, express or implied, is intended to or
shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement. Except as set forth in the preceding sentence, this Agreement is not intended for the benefit of any Person other
than the parties hereto, and no such other Person shall be deemed to be a third party beneficiary hereof, provided however that Newlight Harbour Point SPV LLC shall be a third-party beneficiary for the purposes of enforcing the consent right set
forth in Section 5 of this Agreement. 

  
 3 













 9.    Governing Law. All issues and questions concerning the
construction, validity, interpretation and enforceability of this Agreement and the Schedules and the Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of
law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 

10.    MUTUAL WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN STATUTE, CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS
PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM
RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. 

11.    Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties
to express their mutual intent, and no rule of strict construction shall be applied against any such Party. The headings of the sections and paragraphs of this Agreement have been inserted for convenience of reference only and shall in no way
restrict or otherwise modify any of the terms or provisions hereof. Each defined term used in this Agreement shall have a comparable meaning when used in its plural or singular form. The use of the word “including” herein shall mean
“including without limitation” and, unless the context otherwise requires, “neither,” “nor,” “any,” “either” and “or” shall not be exclusive. 

12.    Entire Agreement. This Agreement and the agreements, certificates and other instruments referred to or
attached herein and therein, including the Tax Matters Agreement, contain the complete agreement between the Parties and supersede any prior understandings, agreements or representations by or between the Parties, written or oral, which may have
related to the subject matter hereof in any way. 
 13.    Amendments and Waiver. Except as set forth in
Section 5 or as necessary to give effect to Section 2, this Agreement or any term hereof may be changed, waived, discharged or terminated only by an agreement in writing signed by the Party against
which such change, waiver, discharge or termination is sought to be enforced. 
 14.    Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 

15.    Further Assurances. The Parties acknowledge that the purpose of this Agreement and the transactions
contemplated hereby is to effectuate the transactions contemplated herein. To that end, each Party shall, in its sole expense, execute and deliver such further agreements, certificates, forms, elections, filings and instruments of conveyance and
transfer and take such additional action as any other Party may reasonably request to effect, consummate, confirm or evidence the transactions contemplated herein. 

  
 4 













 16.    Counterparts; Electronic Delivery. This Agreement and any
signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the
extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .peg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed
counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party or thereto shall re-execute the original form of this
Agreement (i.e. the form fully executed by all of the Parties) and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was
transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity. 

17.    Place of Execution. Notwithstanding anything herein to the contrary and unless otherwise required by
applicable law, this Agreement and all attachments hereto shall, for all purposes, be deemed to have been executed in Chicago, Illinois on the date hereof. 

*            *           
 *            *            * 

  
 5 













 IN WITNESS WHEREOF, the undersigned have caused this Master Structuring Agreement to be duly
executed as of the date first written above. 
  

			
	QUANTUM STRATEGIC PARTNERS LTD.
		
	By:	 	 /s/ Regan
O’Neill                    

	Name:	 	Regan O’Neill
	Its:	 	Attorney-in-Fact
	
	QSP OSH HOLDINGS LLC
		
	By:	 	 /s/ Regan O’Neill

	Name:	 	Regan O’Neill
	Its:	 	Attorney-in-Fact



  
 Signature Page to
Master Structuring Agreement 













 
			
	GENERAL ATLANTIC (OSH) INTERHOLDCO, L.P.
		
	By:	 	General Atlantic (SPV) GP, LLC, its General Partner
		
	By:	 	General Atlantic LLC, its Sole Member
		
	By:	 	 /s/ J. Frank
Brown                    

	Name:	 	J. Frank Brown
	Its:	 	Managing Director
	
	GENERAL ATLANTIC (OSH), LLC
		
	By:	 	 /s/ J. Frank Brown

	Name:	 	J. Frank Brown
	Its:	 	Managing Director



  
 Signature Page to
Master Structuring Agreement 













 
			
	OAK STREET HEALTH, INC.
		
	By:	 	 /s/ Robert Guenthner

	Name:	 	Robert Guenthner
	Its:	 	Chief Legal Officer
	
	OAK STREET HEALTH, LLC
		
	By:	 	 /s/ Robert Guenthner

	Name:	 	Robert Guenthner
	Its:	 	Chief Legal Officer
	
	OSH PARTNERSHIP REPRESENTATIVE
		
	By:	 	 /s/ Geoffrey Price

	Name:	 	Geoffrey Price
	Its:	 	Chief Operating Officer of OSH Inc.
	
	OSH MH PARTNERSHIP REPRESENTATIVE
		
	By:	 	 /s/ Geoffrey Price

	Name:	 	Geoffrey Price
	Its:	 	Chief Operating Officer of OSH Inc.
	
	OSH MANAGEMENT HOLDINGS, LLC
		
	By:	 	 /s/ Mike Pykosz

	Name:	 	Mike Pykosz
	Its:	 	Chief Executive Officer



  
 Signature Page to
Master Restructuring Agreement 













 
			
	OSH MERGER SUB 1, LLC
		
	By:	 	 /s/ Robert
Guenthner                    

	Name:	 	Robert Guenthner
	Its:	 	President
	
	OSH MERGER SUB 2, LLC
		
	By:	 	 /s/ Robert Guenthner

	Name:	 	Robert Guenthner
	Its:	 	President



  
 Signature Page to
Master Structuring Agreement 













 EXHIBIT A 

CONTRIBUTION AND EXCHANGE AGREEMENT 

See attached. 












 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 Investor’s 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 Investor’s 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 












 
accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of
creditors’ rights generally and general equitable principles. The execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby and the receipt of the Contributed Interests by OSH Inc. do not
and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or lien upon such Contributed
Interests pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or
notice to any governmental authority pursuant to, any law to which OSH Inc. is subject, or any agreement, instrument, order, judgment or decree to which OSH Inc. is a party or by which OSH Inc. is bound. 

(b)    The Exchange Shares have been duly authorized and are validly issued, fully paid and
non-assessable. 
 3.    Representations and Warranties of each Contributing
Investor.     
 (a)    In connection with the transactions contemplated hereby, each
Contributing Investor represents and warrants to OSH Inc. that: 
 (i)    The execution, delivery and
performance of this Agreement has been duly authorized by such Contributing Investor and this Agreement constitutes a valid and binding obligation of such Contributing Investor, enforceable in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally and general equitable principles. The execution, delivery, and performance of
this Agreement, the consummation of the transactions contemplated hereby, and the delivery of the Contributed Interests to OSH Inc. by such Contributing Investor do not and will not (i) conflict with or result in a breach of the terms,
conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or lien upon such Contributed Interests pursuant to, (iv) give any third party the right to modify,
terminate or accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent, approval, exemption or other action by or notice to any governmental authority pursuant to, any law to which such
Contributing Investor is subject, or any agreement, instrument, order, judgment or decree to which such Contributing Investor is a party or by which such Contributing Investor is bound. 

(ii)    The Exchange Shares to be acquired by such Contributing Investor pursuant to this Agreement will be
acquired for such Contributing Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Exchange Shares will not be disposed of in
contravention of the Securities Act or any applicable state securities laws. 
 (iii)    Such
Contributing Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission, is sophisticated in financial matters and is able to evaluate the risks and benefits of the
investment in the Exchange Shares. 
 (iv)    Such Contributing Investor is able to bear the economic
risk of such Contributing Investor’s investment in the Exchange Shares for an indefinite period of time because the Exchange Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered
under the Securities Act or an exemption from such registration is available. 

  
 2 













 (b)    In connection with the transactions contemplated hereby, each GA
Interholdco represents and warrants to OSH Inc. that prior to the contribution of Contributed Interests as contemplated in Section 1 hereof, GA Interholdco has capitalized GA Blocker in order to remove a portion of the outstanding
shareholder debt. Any outstanding shareholder debt held by the GA Blocker which shall not be capitalized pursuant to this Section 3(b) is set forth in Schedule II hereto, and each such debt instrument has a term to maturity of less than five
years. 
 4.    Treatment of Uncapitalized GA Blocker Debt Instruments. OSH Inc. shall (i) treat each debt
instrument identified on Schedule II hereto as indebtedness of GA Blocker for federal and applicable state and local income tax purposes and (ii) file all applicable Tax Returns consistent with such treatment unless otherwise required by a
change in applicable Law. 
 5.    Transferability. Each of the Contributing Investors acknowledges that the
Exchange Shares are subject to certain transfer restrictions. 
 6.    Fractional Units. Notwithstanding anything
to the contrary in this Agreement, no fractional Exchange Shares shall be issued upon the exchange or conversion of any Contributed Interests and in lieu of the issuance of any such fractional Exchange Shares, the aggregate number of Exchange Shares
to be issued to the holder of such Contributed Interests shall be rounded up to the first whole Exchange Share. The parties hereto acknowledge that such rounding in lieu of issuing fractional Exchange Shares is not separately bargained-for consideration, but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of fractional Exchange Shares. 

7.    Notices. Any notice, request, demand, claim or other communication required or permitted to be delivered,
given or otherwise provided under this Agreement must be in writing and must be delivered personally, delivered by nationally recognized overnight courier service or sent by email. Any such notice, request, demand, claim or other communication shall
be deemed to have been delivered and given (a) when delivered, if delivered personally, (b) the business day after it is deposited with such nationally recognized overnight courier service, if sent for overnight delivery by a nationally
recognized overnight courier service or (c) the day of sending, if sent by email prior to 5:00 p.m. (Eastern time) on any Business Day or the next succeeding Business Day if sent by email after 5:00 p.m. (Eastern time) on any Business Day or on
any day other than a Business Day: 
 If to OSH Inc.: 

Oak Street Health, Inc. 
 30 W.
Monroe Street, Suite 1200 
 Chicago, Illinois 60603 

Email:     robert.guenthner@oakstreethealth.com 

Attn:       Robert Guenthner, Chief Legal Officer 

with a copy (which shall not constitute notice) to: 

Kirkland & Ellis LLP 

300 North LaSalle Street 

Chicago, Illinois 60654 

Telephone No.: (312) 862-2000 

Email:     robert.hayward@kirkland.com 

               robert.goedert@kirkland.com 

Attn:       Robert M. Hayward, P.C. 

               Robert E. Goedert, P.C. 

  
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 If to GA Interholdco: 

General Atlantic Service Company, L.P. 

55 E. 52nd Street, 33rd Floor 

New York, New York 10055 

Email:     Gordon Cruess 

Attn:       gcruess@generalatlantic.com 

with a copy (which shall not constitute notice) to: 

Paul, Weiss, Rifkind, Wharton & Garrison LLP 

1258 Avenue of the Americas 

New York, NY 10019-6064 

Telephone No.: (212) 373-3402 

Email:     mabbott@paulweiss.com 

Attn:       Matthew W. Abbott 

If to QSP: 
 Newlight
Partners LP 
 320 Park Avenue 

New York, New York 10022 

Email:     David Taylor 

Attn:       david.taylor@newlightpartners.com 

with a copy (which shall not constitute notice) to: 

Willkie Farr & Gallagher LLP 

787 Seventh Avenue 
 New York,
NY 10019-6099 
 Telephone No.: (212) 728-8000 

Email:     bfriedman@willkie.com 

Attn:       Bradley M. Friedman 

8.    Certain Additional Agreements. 

(a)    No Survival of Representations, Warranties, Covenants and Agreements. Each of the representations,
warranties, covenants and agreements set forth in this Agreement shall expire on the date hereof, such that no claim for breach of any such representation, warranty, covenant or agreement or other right or remedy (whether in contract, in tort or at
law or in equity) may be brought after the date hereof against any of the parties hereto; provided, however, that OSH Inc.’s obligation to deliver the Exchange Shares pursuant to Section 1(a) and any claims in connection with such
obligation shall survive until the consummation of such transactions. For the avoidance of doubt, none of the representations, warranties, covenants or agreements in this Agreement shall survive the consummation of the transactions contemplated
hereby. 

  
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 (b)    Further Assurances. The parties acknowledge that the
purpose of this Agreement and the transactions contemplated hereby is to effectuate the transactions contemplated herein. To that end, each party shall, in its sole expense, execute and deliver such further agreements, certificates, forms,
elections, filings and instruments of conveyance and transfer and take such additional action as any other party may reasonably request to effect, consummate, confirm or evidence the transactions contemplated herein. 

9.    General Provisions. 

(a)    Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Agreement. 
 (b)    Entire
Agreement. This Agreement and the agreements, certificates and other instruments referred to or attached herein and therein, including the Master Structuring Agreement, contain the complete agreement between the parties and supersede any prior
understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way. 

(c)    Counterparts; Electronic Delivery. This Agreement and any signed agreement or instrument entered into in
connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile
machine or by .pdf, .tif, .gif, .peg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to
have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party, each other party or thereto shall re-execute the original form of this
Agreement (i.e. the form fully executed by all of the parties) and deliver such form to all other parties. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was
transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity. 

(d)    Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to
the benefit of each of the parties and their respective successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature
under or by reason of this Agreement. Except as set forth in the preceding sentence, this Agreement is not intended for the benefit of any Person other than the parties hereto, and no such other Person shall be deemed to be a third party beneficiary
hereof, provided however that Newlight Harbour Point SPV LLC shall be a third-party beneficiary for the purposes of enforcing the consent right set forth in Section 9(h) of this Agreement. 

(e)    Governing Law; Waiver of Jury Trial. All issues and questions concerning the construction, validity,
interpretation and enforceability of this Agreement and the Schedules and the Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law
rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN STATUTE, CONTRACT, TORT OR OTHERWISE. THE


  
 5 













 
PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT
AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE
SITTING WITHOUT A JURY. 
 (f)    JURISDICTION AND VENUE. EACH OF THE PARTIES IRREVOCABLY AGREES THAT ANY LEGAL
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT BROUGHT BY ANY OTHER PARTY OR ITS SUCCESSORS OR ASSIGNS SHALL BE BROUGHT AND DETERMINED ONLY IN THE DELAWARE CHANCERY COURT AND ANY STATE COURT SITTING IN THE STATE OF DELAWARE TO
WHICH AN APPEAL FROM THE DELAWARE CHANCERY COURT MAY BE VALIDLY TAKEN, AND EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS FOR ITSELF AND WITH RESPECT TO ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, WITH REGARD TO ANY SUCH ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES AGREES NOT TO COMMENCE ANY ACTION, SUIT OR PROCEEDING RELATING THERETO EXCEPT IN
THE COURTS DESCRIBED ABOVE IN DELAWARE, OTHER THAN ACTIONS IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE ANY JUDGMENT, DECREE OR AWARD RENDERED BY ANY SUCH COURT IN DELAWARE AS DESCRIBED HEREIN, AND NO PARTY WILL FILE A MOTION TO DISMISS ANY
ACTION FILED IN A STATE OR FEDERAL COURT IN THE STATE OF DELAWARE, ON ANY JURISDICTIONAL OR VENUE-RELATED GROUNDS, INCLUDING THE DOCTRINE OF FORUM NON CONVENIENS. PROCESS IN ANY ACTION OR PROCEEDING REFERRED TO IN THIS SECTION 9(F) MAY
BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD. 
 (g)    Remedies. Each of the parties to this Agreement will be
entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The
parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction
(without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. 

(h)    Amendment and Waiver. This Agreement or any term hereof may be changed, waived, discharged or terminated
only by an agreement in writing signed by the party against which such change, waiver, discharge or termination is sought to be enforced and with the consent or approval of each of GA Interholdco and Newlight Harbour Point SPV LLC (which consent or
approval may be given by email or otherwise in writing by any party authorized to act on behalf of GA Interholdco and Newlight Harbour Point SPV LLC, respectively). 

(i)    Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties
to express their mutual intent, and no rule of strict construction shall be applied against any such party. The headings of the sections and paragraphs of this Agreement have been inserted for convenience of reference only and shall in no way
restrict or otherwise modify any of the terms or provisions hereof. Each defined term used in this Agreement shall have a comparable meaning when used in its plural or singular form. The use of the word “including” herein shall mean
“including without limitation” and, unless the context otherwise requires, “neither,” “nor,” “any,” “either” and “or” shall not be exclusive. 

  
 6 













 (j)    Adjustments. In the event that the Contributing Investors
determine following the date hereof that any amounts set forth on Schedule I (including the number of Exchange Shares issued to each Contributing Investor) should be adjusted, amended or revised in order to account for or reflect the finally
determined and agreed upon allocation or number of Exchange Shares, then this Agreement and Schedule I may be so amended, modified or revised by either the Contributing Investors without the consent or approval of OSH Inc. in order to reflect
such final allocations or number, it being the intent of the parties hereto that any such amendments, modifications or revisions shall be effective as of the date hereof. 

*    *    *    *    * 

  
 7 













 IN WITNESS WHEREOF, the parties hereto have executed this Contribution and Exchange
Agreement on the date first written above. 
  

			
	OAK STREET HEALTH, INC.
		
	By:	 	 /s/ Robert Guenthner

	Name:	 	Robert Guenthner
	Title:	 	Chief Legal Officer



  
 Signature Page to
Contribution and Exchange Agreement 













 IN WITNESS WHEREOF, the parties hereto have executed this Contribution and Exchange
Agreement on the date first written above. 
  

			
	CONTRIBUTING INVESTORS:
	
	GENERAL ATLANTIC (OSH)
	INTERHOLDCO, L.P.
		
	By:	 	General Atlantic (SPV) GP, LLC, its General Partner
		
	By:	 	General Atlantic LLC, its Sole Member
		
	By:	 	 /s/ J. Frank Brown

	Name:	 	J. Frank Brown
	Its:	 	Managing Director
	
	GENERAL ATLANTIC (OSH), LLC
		
	By:	 	 /s/ J. Frank Brown

	Name:	 	J. Frank Brown
	Its: 	 	Managing Director



  
 Signature Page to
Contribution and Exchange Agreement 













 
			
	QUANTUM STRATEGIC PARTNERS LTD.
		
	By:	 	 /s/ Regan O’Neill

	Name:	 	Regan O’Neill
	Its:	 	Attorney-in-Fact
	
	QSP OSH HOLDINGS LLC
		
	By:	 	 /s/ Regan O’Neill

	Name:	 	Regan O’Neill
	Its:	 	Attorney-in-Fact



  
 Signature Page to
Contribution and Exchange Agreement 













 Schedule I 

 

							
	 Contributing Investor
	 	 Contributed Interests
	  	Exchange Shares	 
	Quantum Strategic Partners Ltd.	 	100% of the common units of QSP OSH Holdings LLC	  	 	45,989,341.00	 
	General Atlantic (OSH) Interholdco L.P.	 	 100% of the common units of General Atlantic (OSH) LLC
	  	 	76,074,617.00	 
		 	 See debt instruments in General Atlantic (OSH) LLC listed in Schedule II
	  			













 Schedule II 

Uncapitalized GA Blocker Debt Instruments 

[see attached] 













	1.	 Promissory Note between General Atlantic (OSH) LLC and General Atlantic (OSH) Interholdco L.P., dated
March 21, 2017, for a principal amount of $5,218,674 


  

	2.	 Promissory Note between General Atlantic (OSH) LLC and General Atlantic (OSH) Interholdco L.P., dated
August 8, 2017, for a principal amount of $2,087,468 


  

	3.	 Promissory Note between General Atlantic (OSH) LLC and General Atlantic (OSH) Interholdco L.P., dated
February 22, 2018, for a principal amount of $75,000,005 


  

	4.	 Promissory Note between General Atlantic (OSH) LLC and General Atlantic (OSH) Interholdco L.P., dated
May 30, 2018, for a principal amount of $603,406.75 


  

	5.	 Promissory Note between General Atlantic (OSH) LLC and General Atlantic (OSH) Interholdco L.P., dated
May 4, 2018, for a principal amount of $14,674,742.77 


  

	6.	 Promissory Note between General Atlantic (OSH) LLC and General Atlantic (OSH) Interholdco L.P., dated
April 23, 2018, for a principal amount of $10,986,876 














 EXHIBIT B 

COMPANY MERGER AGREEMENT 

See attached. 












 AGREEMENT AND PLAN OF MERGER* 

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 10, 2020 by and among Oak Street Health,
LLC, an Illinois limited liability company (“OSH LLC”), Oak Street Health, Inc., a Delaware corporation (“OSH Inc.”), and OSH Merger Sub 1, LLC, a Delaware limited liability company and wholly-owned subsidiary of
OSH Inc. (“Merger Sub 1” and, together with OSH 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 1 to be merged with and into OSH LLC (the
“Merger”), with OSH 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 1; 

WHEREAS, as consideration for the Merger, the holders of all of the existing and outstanding Founder Units, Investor Units I, Investor Units
II, Investor Units III and Incentive Units (each as defined in the Sixth Amended and Restated Limited Liability Company Operating Agreement of OSH LLC, dated as of February 21, 2020 (as amended or modified from time to time, the “OSH
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 1 shall merge
with and into OSH LLC, with OSH 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 1 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 1 and the board of directors and members of OSH 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 LLC shall be the certificate of formation of the Surviving Company upon and after the Effective Time, unless and until duly amended, altered, changed, repealed and/or supplemented in accordance with Illinois Law
(which power and right to amend, alter, change, repeal and/or supplement, at any time and from time to time after the Effective Time, are 
  

	*	 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. 














 
hereby expressly reserved). The OSH LLC Agreement shall be the limited liability company agreement of the Surviving Company upon and after the Effective Time, unless and until duly amended,
altered, changed, repealed and/or supplemented in accordance with Illinois Law (which power and right to amend, alter, change, repeal, and/or supplement, at any time and from time to time after the Effective Time, are hereby expressly reserved).

 4.    Certain Effects of Merger. The parties hereto agree that as of the Effective Time, the separate
existence of Merger Sub 1 shall cease and Merger Sub 1 shall be merged with and into OSH LLC, and that all the rights, causes of action, privileges, immunities, powers and franchises of each of the Constituent Entities, and all real, personal and
mixed property and all debts, liabilities and duties of any of the Constituent Entities on whatever account of such Constituent Entities shall be automatically vested in the Surviving Company. Immediately following the consummation of the Merger,
all issued and outstanding equity interests of the Surviving Company shall be held by OSH Inc. or its subsidiaries. 

5.    Managers and Officers. The members of the board of directors and the officers of OSH LLC holding office
immediately prior to the Effective Time shall be the initial members of the board of directors and the officers, respectively (holding the same positions as each held with OSH LLC immediately prior to the Effective Time), of the Surviving Company
and shall hold such office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the certificate of formation and the limited liability company agreement of the Surviving
Company or their earlier death, incapacitation, retirement, resignation or removal. 
 6.    Surviving Company.

 (a)    Name. The name of the Surviving Company shall be “Oak Street Health, LLC”. 

(b)    Rights and Obligations. The Merger shall have the effects of applicable law, including, without limitation,
the applicable provisions of Applicable Law. 
 7.    Effect of Merger on Outstanding Units. At the Effective
Time, by virtue of the Merger and without any action on the part of the holders thereof: 

(a)                 Units of Merger Sub 1. Each unit of
Merger Sub 1 issued and outstanding immediately prior to the Effective Time will be converted into and become one unit of the Surviving Company. 

(b)                 Founder Units of OSH LLC. Each
Founder Unit of OSH LLC issued and outstanding immediately prior to the Effective Time shall be cancelled as of the Effective Time. 

(c)                 Investor Units I of OSH LLC. Each
Investor Unit I of OSH LLC issued and outstanding immediately prior to the Effective Time shall be cancelled as of the Effective Time and be converted at the Effective Time into a right to receive the number of shares of Common Stock of OSH Inc. set
forth on Schedule I hereto. Such shares of Common Stock shall be deemed issued as of the Effective Time. 

(d)                 Investor Units II of OSH LLC. Each
Investor Unit II of OSH LLC issued and outstanding immediately prior to the Effective Time shall be cancelled as of the Effective Time and be converted at the Effective Time into a right to receive the number of shares of Common Stock of OSH Inc.
set forth on Schedule I hereto. Such shares of Common Stock shall be deemed issued as of the Effective Time. 

  
 2 













 (e)    Investor Units III of OSH LLC. Each Investor Unit III of
OSH LLC issued and outstanding immediately prior to the Effective Time shall be cancelled as of the Effective Time and, with respect to Investor Units III that do not have a corresponding Investor Unit III held at OSH Management Holdings, LLC, shall
be converted at the Effective Time into a right to receive the number of shares of Common Stock of OSH Inc. set forth on Schedule I hereto. Such shares of Common Stock shall be deemed issued as of the Effective Time. 

(f)    Incentive Units of OSH LLC. Each Incentive Unit of OSH LLC issued and outstanding immediately prior to the
Effective Time shall automatically be terminated and cancelled as of the Effective Time and, with respect to (A) an Incentive Unit of OSH LLC that is not a profits interest and (B) an option to purchase Incentive Units of OSH LLC, be
exchanged and converted into the right to receive the number of shares of Common Stock set forth on Schedule I hereto. 
 Notwithstanding the foregoing, any
unit or interest of OSH LLC that is held directly by (or indirectly through a wholly-owned subsidiary of) OSH Inc. at the Effective Time of the Merger contemplated by this Agreement (including those units or interests held by any entity all of the
interests of which are to be contributed to OSH Inc. prior to the Merger contemplated by this Agreement and those units or interests held by OSH Management Holdings, LLC) shall remain outstanding following the Merger contemplated by this Agreement
and will not be converted into shares of OSH Inc. in connection with the Merger contemplated by this Agreement. 

8.    Fractional Units. Notwithstanding anything to the contrary in this Agreement, no fractional shares or equity
awards of OSH Inc. shall be issued upon the exchange or conversion of any Investor Units I, Investor Units II, Investor Units III or Incentive Units of OSH LLC and in lieu of the issuance of any such fractional shares or equity awards of OSH Inc.,
the aggregate number of shares to be issued to the holder of such Investor Units I, Investor Units II, Investor Units III or Incentive Units of OSH LLC shall be rounded up to the first whole share or equity award, as applicable. The parties hereto
acknowledge that such rounding in lieu of issuing fractional shares or equity awards is not separately bargained-for consideration, but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience that would
otherwise be caused by the issuance of fractional shares or equity awards. 
 9.    Adjustments. In the event
that OSH Inc. determines following the date hereof that any unit, share or award amounts or corresponding numbers or figures set forth herein should be adjusted, amended or revised in order to account for or reflect the finally determined and agreed
upon allocation or exchange of units, equity securities or equity appreciation rights, such numbers or figure set forth herein may be so amended, modified or revised by OSH Inc. with the consent or approval of each of General Atlantic (OSH)
Interholdco L.P. and Newlight Harbour Point SPV LLC (which consent or approval may be given by email or otherwise in writing by any party authorized to act on behalf of General Atlantic (OSH) Interholdco L.P. and Newlight Harbour Point SPV LLC,
respectively) in order to reflect such final allocation or exchange numbers, it being the intent of the parties hereto that any such amendments, modifications or revisions shall be effective as of the date hereof. 

10.    Amendment. This Agreement may be amended by an instrument in writing signed by the parties hereto by action
by or on behalf of their respective boards of directors at any time after approval by the sole member of Merger Sub 1 and the equityholders of OSH LLC required to approve the Merger and adopt this Agreement; provided, however, that
after any such approval, there shall not be made any agreement that by law requires further approval by the sole member of Merger Sub 1 or the equityholders of OSH LLC required to approve the Merger and adopt this Agreement, as applicable, without
the further approval of such sole member or equityholders, as applicable, and any such amendment shall require the consent or approval of each of General Atlantic (OSH) Interholdco L.P. and Newlight Harbour Point SPV act on behalf of General
Atlantic (OSH) Interholdco L.P, and QSP OSH Holdings LLC, respectively). 

  
 3 













 11.    Termination of OSH LLC Equity Incentive Plan. Upon the
consummation of the Merger, the OSH LLC Equity Incentive Plan shall be deemed automatically terminated and cancelled effective as of the Effective Time. 

12.    Miscellaneous. 

(a)    Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Agreement. 
 (b)    Governing
Law. All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the Schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without
giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the
parties to this Agreement irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined only in the Delaware Chancery Court
and any state court sitting in the State of Delaware to which an appeal from the Delaware Chancery Court may be validly taken, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and
with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action,
suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein, and
no party will file a motion to dismiss any action filed in a state or federal court in the State of Delaware, on any jurisdictional or venue-related grounds, including the doctrine of forum non conveniens. Process in any action or proceeding
referred to in this Section 12(b) may be served on any Party anywhere in the world. 

(a)    MUTUAL WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN STATUTE, CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS
PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. 

(b)    Further Assurances. Merger Sub 1 shall from time to time upon request by the Surviving Company execute and
deliver all such documents and instruments and take all such action as the Surviving Company may request in order to vest or evidence the vesting in the Surviving Company of title to and possession of all rights, properties, assets and business of
Merger Sub 1, or otherwise to carry out the full intent and purpose of this Agreement. 

  
 4 













 (c)    Counterparts; Facsimile and Electronic Signatures. This
Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such
counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif,.gif, .peg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as
an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party or thereto shall re-execute
the original form of this Agreement (i.e. the form fully executed by all of the parties) and deliver such form to all other parties. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or
agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of
authenticity. 
 (d)    Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon
and inure solely to the benefit of each of the parties and their respective successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or
remedy of any nature under or by reason of this Agreement. This Agreement is not intended for the benefit of any Person other than the parties hereto, and no such other Person shall be deemed to be a third-party beneficiary hereof; provided,
however, that General Atlantic (OSH) Interholdco L.P. and Newlight Harbour Point SPV LLC shall be third-party beneficiaries for the purpose of enforcing the consent rights set forth in Section 9 and Section 10 of this Agreement. 

*        *        *       
 *        * 

  
 5 













 IN WITNESS WHEREOF, Merger Sub 1, the Surviving Company and OSH Inc. have caused this
Agreement and Plan of Merger to be executed as of the date first above written. 
  

			
	OSH MERGER SUB 1, LLC
		
	By:	 	 /s/ Robert Guenthner

	Name:	 	Robert Guenthner
	Its:	 	President
	
	OAK STREET HEALTH, LLC
		
	By:	 	 /s/ Robert Guenthner

	Name:	 	Robert Guenthner
	Its:	 	Chief Legal Officer


 Signature Page to Agreement and Plan of Merger 

(Merger Sub 1 into Oak Street Health, LLC) 












 
			
	OAK STREET HEALTH, INC.
		
	By:	 	 /s/ Robert Guenthner

	Name:	 	Robert Guenthner
	Its:	 	Chief Legal Officer


 Signature Page to Agreement and Plan of Merger 

(Merger Sub 1 into Oak Street Health, LLC) 












 Schedule I 

[see attached] 












 EXHIBIT C 

MANAGEMENT MERGER AGREEMENT 

See attached. 












 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, 
  

	*	 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. 














 
altered, changed, repealed and/or supplemented in accordance with Illinois Law (which power and right to amend, alter, change, repeal and/or supplement, at any time and from time to time after
the Effective Time, are hereby expressly reserved). The OSH MH LLC Agreement shall be the limited liability company agreement of the Surviving Company upon and after the Effective Time, unless and until duly amended, altered, changed, repealed
and/or supplemented in accordance with Illinois Law (which power and right to amend, alter, change, repeal, and/or supplement, at any time and from time to time after the Effective Time, are hereby expressly reserved). 

4.     Certain Effects of Merger. The parties hereto agree that as of the Effective Time, the separate existence of
Merger Sub 2 shall cease and Merger Sub 2 shall be merged with and into OSH MH LLC, and that all the rights, causes of action, privileges, immunities, powers and franchises of each of the Constituent Entities, and all real, personal and mixed
property and all debts, liabilities and duties of any of the Constituent Entities on whatever account of such Constituent Entities shall be automatically vested in the Surviving Company. Immediately following the consummation of the Merger, all
issued and outstanding equity interests of the Surviving Company shall be held by OSH Inc. or its subsidiaries. 

5.    Managers and Officers. The members of the board of directors and the officers of OSH MH LLC holding office
immediately prior to the Effective Time shall be the initial members of the board of directors and the officers, respectively (holding the same positions as each held with OSH MH LLC immediately prior to the Effective Time), of the Surviving Company
and shall hold such office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the certificate of formation and the limited liability company agreement of the Surviving
Company or their earlier death, incapacitation, retirement, resignation or removal. 
 6.    Surviving Company.

 (a)     Name. The name of the Surviving Company shall be “OSH Management Holdings, LLC”. 

(b)    Rights and Obligations. The Merger shall have the effects of applicable law, including, without limitation,
the applicable provisions of Applicable Law. 
 7.    Effect of Merger on Outstanding Units. At the Effective
Time, by virtue of the Merger and without any action on the part of the holders thereof: 
 (a)     Units of Merger
Sub 2. Each unit of Merger Sub 2 issued and outstanding immediately prior to the Effective Time will be converted into and become one unit of the Surviving Company. 

(b)     Founder Units of OSH MH LLC. Each Founder Unit of OSH MH LLC issued and outstanding immediately prior to
the Effective Time shall be cancelled as of the Effective Time and be converted at the Effective Time into a right to receive the number of shares of Common Stock of OSH Inc. set forth on Schedule I hereto. Such shares of Common Stock shall be
deemed issued as of the Effective Time. 
 (c)     Investor Units III of OSH MH LLC. Each Investor Unit III of
OSH MH LLC issued and outstanding immediately prior to the Effective Time shall be cancelled as of the Effective Time and shall be converted at the Effective Time into a right to receive the number of shares of Common Stock of OSH Inc. set forth on
Schedule I hereto. Such shares of Common Stock shall be deemed issued as of the Effective Time. 

  
 2 













 (d)     Incentive Units of OSH MH LLC. Each Incentive Unit of OSH
MH LLC issued and outstanding immediately prior to the Effective Time shall automatically be terminated and cancelled as of the Effective Time and be exchanged and converted into the right to receive: 

(i)     with respect to options to purchase Incentive Units of OSH MH LLC, the number of shares of Common Stock of OSH
Inc. set forth on Schedule I hereto; 
 (ii)     with respect to Incentive Units of OSH MH LLC that are held by current
service providers of OSH MH LLC and unvested as of the Effective Time, (A) the number of restricted shares (“Restricted Shares”) set forth on Schedule I hereto and (B) the number of incentive stock options issued under the
OSH Inc. Omnibus Incentive Plan (the “2020 Plan”) set forth on Schedule I hereto, with an exercise price set at the initial public offering price of one share of Common Stock of OSH Inc. (such price, the “IPO
Price”) (such award of Restricted Shares and unvested incentive stock options, together, a “Replacement Unvested Award”). Replacement Unvested Awards issued in exchange for (x) time-vesting Incentive Units will vest in
accordance with the vesting schedule of the exchanged Incentive Units and (y) performance-vesting Incentive Units shall be subject to a cliff vesting schedule as follows: (I) for Incentive Units granted two years or more prior to the
Effective Time, 100% on the date that is two years after the Effective Time; (II) for Incentive Units granted between one and two years prior to the Effective Time, 100% on the date that is four years after their grant date and (III) for
Incentive Units granted less than one year prior to the Effective Time, 100% on the date that is three years after the Effective Time. All Replacement Unvested Awards will be subject to the terms and conditions specified in the award agreement with
respect thereto and the 2020 Plan and any option granted pursuant to a Replacement Unvested Award shall be an incentive stock option only to the maximum extent permitted under the Plan and under applicable law, including, without limitation,
Section 422 of the Internal Revenue Code of 1986, as amended (“Section 422”); and 

(iii)     with respect to an Incentive Unit of OSH MH LLC that is vested as of the Effective Time, (A) the number of
shares of Common Stock of OSH Inc. set forth on Schedule I hereto and (B) to the extent such vested Incentive Unit of of OSH MH LLC is held by a current service provider of OSH MH LLC, the number of incentive stock options issued under the 2020
Plan set forth on Schedule I hereto, with an exercise price set at the IPO Price (such award of shares of Common Stock and vested incentive stock options, a “Replacement Vested Award”). All Replacement Vested Awards will be subject
to the terms and conditions specified in the award agreement with respect thereto and the 2020 Plan and any option granted pursuant to a Replacement Vested Award shall be an incentive stock option only to the maximum extent permitted under the Plan
and under applicable law, including, without limitation, Section 422. 
 8.     Fractional Units.
Notwithstanding anything to the contrary in this Agreement, no fractional shares or equity awards of OSH Inc. shall be issued upon the exchange or conversion of any Founder Units, Investor Units III or Incentive Units of OSH MH LLC and in lieu of
the issuance of any such fractional shares or equity awards of OSH Inc., the aggregate number of shares (including shares underlying the Replacement Unvested Awards and Replacement Vested Awards) to be issued to the holder of such Founder Units,
Investor Units III or Incentive Units of OSH MH LLC shall be rounded up to the first whole share or equity award, as applicable. The parties hereto acknowledge that such rounding in lieu of issuing fractional shares or equity awards is not
separately bargained-for consideration, but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of fractional shares or equity awards. 

9.     Adjustments. In the event that OSH Inc. determines following the date hereof that any unit, share or award
amounts or corresponding numbers or figures set forth herein should be adjusted, amended or revised in order to account for or reflect the finally determined and agreed upon allocation or exchange of units, equity securities or equity appreciation
rights, such numbers or figure set forth herein may be so 

  
 3 













 
amended, modified or revised by OSH Inc. with the consent or approval of each of General Atlantic (OSH) Interholdco L.P. and Newlight Harbour Point SPV LLC (which consent or approval may be given
by email or otherwise in writing by any party authorized to act on behalf of General Atlantic (OSH) Interholdco L.P. and Newlight Harbour Point SPV LLC, respectively) in order to reflect such final allocation or exchange numbers, it being the intent
of the parties hereto that any such amendments, modifications or revisions shall be effective as of the date hereof. 

10.     Amendment. This Agreement may be amended by an instrument in writing signed by the parties hereto by action
by or on behalf of their respective boards of directors at any time after approval by the sole member of Merger Sub 2 and the equityholders of OSH MH LLC required to approve the Merger and adopt this Agreement; provided, however, that
after any such approval, there shall not be made any agreement that by law requires further approval by the sole member of Merger Sub 2 or the equityholders of OSH MH LLC required to approve the Merger and adopt this Agreement, as applicable,
without the further approval of such sole member or equityholders, as applicable. For the avoidance of doubt, any such amendment shall require the consent or approval of each of General Atlantic (OSH) Interholdco L.P. and Newlight Harbour Point SPV
LLC (which consent or approval may be given by email or otherwise in writing by any party authorized to act on behalf of General Atlantic (OSH) Interholdco L.P. and Newlight Harbour Point SPV LLC, respectively). 

11.    Miscellaneous. 

(a)     Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Agreement. 
 (b)     Governing
Law. All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the Schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without
giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the
parties to this Agreement irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined only in the Delaware Chancery Court
and any state court sitting in the State of Delaware to which an appeal from the Delaware Chancery Court may be validly taken, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and
with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action,
suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein, and
no party will file a motion to dismiss any action filed in a state or federal court in the State of Delaware, on any jurisdictional or venue-related grounds, including the doctrine of forum non conveniens. Process in any action or proceeding
referred to in this Section 11(b) may be served on any Party anywhere in the world. 
 (a)     MUTUAL
WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN STATUTE, CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS 

  
 4 













 
PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING
WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. 

(b)     Further Assurances. Merger Sub 2 shall from time to time upon request by the Surviving Company execute and
deliver all such documents and instruments and take all such action as the Surviving Company may request in order to vest or evidence the vesting in the Surviving Company of title to and possession of all rights, properties, assets and business of
Merger Sub 2, or otherwise to carry out the full intent and purpose of this Agreement. 
 (c)     Counterparts;
Facsimile and Electronic Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall
constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .peg or similar attachment to electronic mail (any such delivery, an “Electronic
Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request
of any party hereto, each other party or thereto shall re-execute the original form of this Agreement (i.e. the form fully executed by all of the parties) and deliver such form to all other parties. No party shall raise the use of Electronic
Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such
defense, except to the extent such defense relates to lack of authenticity. 
 (d)     Successors and Assigns; Third
Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each of the parties and their respective successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon
any other Person any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement. This Agreement is not intended for the benefit of any Person other than the parties hereto, and no such other Person shall be deemed
to be a third-party beneficiary hereof; provided, however, that General Atlantic (OSH) Interholdco L.P. and Newlight Harbour Point SPV LLC shall be third-party beneficiaries for the purposes of enforcing the consent rights set forth in
Section 9 and Section 10 of this Agreement. 
 *         *
        *         *         * 

  
 5 













 IN WITNESS WHEREOF, Merger Sub 2, the Surviving Company and OSH Inc. have caused this
Agreement and Plan of Merger to be executed as of the date first above written. 
  

			
	OSH MERGER SUB 2, LLC
		
	By:	 	 /s/ Robert Guenthner

	Name:	 	Robert Guenthner
	Its:	 	President
	
	OSH MANAGEMENT HOLDINGS, LLC
		
	By:	 	 /s/ Mike Pykosz

	Name:	 	Mike Pykosz
	Its:	 	Chief Executive Officer



  
 Signature Page to
Agreement and Plan of Merger 
 (Merger Sub 2 into OSH Management Holdings, LLC) 













 
			
	OAK STREET HEALTH, INC.
		
	By:	 	 /s/ Robert Guenthner

	Name:	 	Robert Guenthner
	Its:	 	Chief Legal Officer



  
 Signature Page to
Agreement and Plan of Merger 
 (Merger Sub 2 into OSH Management Holdings, LLC) 













 Schedule I 

[see attached] 












 EXHIBIT D 

CERTIFICATE OF MERGER (COMPANY MERGER) 

See attached. 













					
	 Form LLC-37.25 
 July 2018
	    	 Illinois

Limited Liability Company Act 
  

Articles of Merger 
	  	FILE #
	  	This space for use by Secretary of State.
	 Secretary of State

Department of Business Services
 Limited Liability Division

501 S. Second St., Rm. 351
 Springfield, IL 62756

217-524-8008

www.cyberdriveillinois.com
  
	  	
	    	SUBMIT IN DUPLICATE	  	
	    	
            Type or print
clearly.            

                       
                                         
                
	  	
	    	 Filing Fee:     $

(Filing fee $100 plus $50 each entity more than two)
  

Approved:
	  	
	  
 Payment
may be made by check payable to Secretary of State. If check is returned for any reason this filing will be void.

	 	    	 	  	 

  

	1.	 Names of the organizations proposing to merge: 



 

																																	
	Name of Entity	 	 	 	 	 Form Type

(Corporation, Limited

Liability Company, Limited

Partnership or other
permitted entity)
	 	 	 	 	 	 Domestic State

or Jurisdiction
	 	 	 	 	 	 Date of Organization

or Admission to

Illinois
	 	 	 	 	 	Illinois Secretary of
State File Number
(if any)	 
	OSH Merger Sub 1, LLC	 				 	 	LLC    	 	 				 	 	DE    	 	 				 	 	7/22/2020    	 	 				 	 	                    	 
									
	Oak Street Health, LLC	 				 	 	LLC	 	 				 	 	IL	 	 				 	 	11/25/2012	 	 				 	 	04156099	 
									
	 	 				 	 	 	 	 				 	 	 	 	 				 	 	 	 	 				 	 	 	 
									
	 	 				 	 	 	 	 				 	 	 	 	 				 	 	 	 	 				 	 	 	 

  

	2.	 A copy of that portion of the plan as approved that contains the name and form of each constituent
organization and the surviving organization must be attached to these Articles of Merger. 


  

	3.	
a. Name of Surviving Entity:   Oak Street Health, LLC      
                                         
                                         
                                         
            



 


  

b. File Number assigned by the Illinois Secretary of State (if any):  
04156099                                        
                                         
                            

c. Jurisdiction:  Illinois                
                                         
                                         
                                         
                                         
               
  

	4.	 The surviving organization: (Optional. Check one.) 



 

	 	☐	 is a limited liability company created by this merger. Articles of Organization are included with this filing.



  

	 	☐	 is another organization type created by this merger. The organizational document is included with this filing.



  

	 	☒	 pre-exists this merger. Any amendment to the organizational document
provided for in the plan of merger is included with this filing. 


  

	5.	 Effective date of the merger: (Check one.) 



 

	 	☒	 The merger is effective upon filing with the Secretary of State. 



 

	 	☐	 The surviving organization is an Illinois limited liability company created by the merger. If applicable, the
Articles of Organization have a post-effective date:
                                        .



         Month, Day, Year 

 

	 	☐	 The surviving organization is not a limited liability company. If applicable, its governing Statue allows and
the plan provides for a post-effective date:
                                        .



         Month, Day, Year 

  
 Printed by authority of
the State of Illinois. December 2019 — 1 — LLC 30.12 













 LLC-37.25 

 

	6.	 If the surviving organization is a foreign organization not registered to do business in this state, the
Secretary of State is its agent for service of process. Street and mailing addresses of the office to which a copy of any process against the company served on the Secretary of State may be mailed: 



 

					
	  

	Number	  	Street                                   
             	  	Suite (PO Box alone is not acceptable.)
	  

	City	  	State                                   
               	  	ZIP


  

	7.	 Additional information required to be included by the governing statutes of any of the parties to this merger:



  

	
	  

	
	  



  

	8.	 The plan of merger has been approved by each constituent organization. Each constituent organization, in
accordance with its governing statute, having the authority to sign hereto, affirms under penalty of perjury that these Articles of Merger are true, correct and complete. 



 

							
	Dated	  	August 10                                   
             ,	 	2020                	  	
	  	Month & Day	 	        Year	  	


  

							
	1.    	  	 /s/ Robert Guenthner
	 	2.	 	 /s/ Mike Pykosz

		  	Signature	 		 	Signature
		  	 Robert Guenthner, President
	 		 	 Mike Pykosz, Chief Executive Officer

		  	Name and Title (type or print)	 		 	Name and Title (type or print)
		  	 OSH Merger Sub 1, LLC
	 		 	 Oak Street Health, LLC

		  	Name of Entity	 		 	Name of Entity
				
	3.	  	  
	 	4.	 	  

		  	Signature	 		 	Signature
		  	  
	 		 	  

		  	Name and Title (type or print)	 		 	Name and Title (type or print)
		  	  
	 		 	  

		  	Name of Entity	 		 	Name of Entity

 If more space is needed, please attach additional sheets of this size. 

Signatures must be in black ink on an original document. 












 CERTIFICATE OF MERGER 

OF 
 OSH MERGER SUB 1, LLC

 (a Delaware limited liability company) 

with and into 
 OAK STREET
HEALTH, LLC 
 (an Illinois limited liability company) 

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act and 

Pursuant to Section 805 ILCS 180/37-20 of the Illinois Limited Liability Company Act 

Oak Street Health, LLC, an Illinois limited liability company, does hereby certify: 

FIRST: The names and states of each constituent entity to this merger are as follows: 

 

			
	 Name
	  	Jurisdiction
	 OSH Merger Sub 1, LLC
	  	Delaware
	 Oak Street Health, LLC
	  	Illinois

 SECOND: An Agreement and Plan of Merger, by and between OSH Merger Sub 1, LLC, a Delaware limited
liability company (the “Disappearing Company”), and Oak Street Health, LLC, an Illinois limited liability company (the “Surviving Company”), has been approved, adopted, certified, executed and acknowledged by each
of the constituent entities in accordance with Title 6, Section 18-209 of the Delaware Limited Liability Company Act, and in accordance with 805 ILCS 180/37-20 of
the Illinois Limited Liability Company Act. 
 THIRD: The articles of organization of Oak Street Health, LLC shall be the articles of
organization of the Surviving Company. 
 FOURTH: The name of the Surviving Company is Oak Street Health, LLC. 

FIFTH: The merger shall become effective upon filing with the Secretary of State of the State of Delaware. 

SIXTH: The executed Agreement and Plan of Merger between the aforesaid constituent entities is on file at the office of the Surviving
Company at 30 W. Monroe Street, #1200, Chicago, Illinois 60603. A copy will be provided, upon request and without cost, to any member of the Disappearing Company or to any member of the Surviving Company. 

SEVENTH: The Surviving Company agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of
any obligation of each of the constituent companies, as well as for enforcement of any obligation of the Surviving Company arising from the merger, including any suit or other proceeding to enforce the rights of any members as determined in
appraisal proceedings pursuant to the provisions of Section 18-209(c)(8) of the Limited Liability Company Act of the State of Delaware, and irrevocably appoints the Secretary of State of the State of
Delaware as its agent to accept service of process in any such suit or proceeding. The Secretary of State shall mail any such process to the Office of the Surviving Company at: Oak Street Health, LLC, 30 W. Monroe Street, #1200, Chicago, Illinos
60603. 












 IN WITNESS WHEREOF, the Surviving Company has caused this Certificate of Merger to be
signed by an authorized officer this 10th day of August, 2020. 
  

			
	OAK STREET HEALTH, LLC
		
	By:	 	 /s/ Mike Pykosz

	Name:	 	Mike Pykosz
	Title:	 	Chief Executive Officer



  
 Certificate of Merger
– OSH Merger Sub 1, LLC with and into Oak Street Health, LLC 













 EXHIBIT E 

CERTIFICATE OF MERGER (MANAGEMENT MERGER) 

See attached. 













					
	 Form LLC-37.25 

July 2018
	  	Illinois	  	FILE #
	  	Limited Liability Company Act	  	This space for use by Secretary of State.
	 Secretary of State

Department of Business Services
 Limited Liability Division

501 S. Second St., Rm. 351
 Springfield, IL 62756

217-524-8008

www.cyberdriveillinois.com
	  	  
 Articles of
Merger
	  	
	  	  
 SUBMIT IN DUPLICATE

Type or print clearly.

                       
                                         
                                         
                                         
                                         
                                         
                                         
                                   
	  	
	  	  
 Filing Fee:
        $
 (Filing fee $100 plus $50 each entity more than two)

 
	  	
	Payment may be made by check payable to Secretary of State. If check is returned for any reason
this filing will be void.	  	
	  	  

Approved:
  
	  	 

  

	1.	 Names of the organizations proposing to merge: 



 

											
	 	 	Name of Entity	  	 Form Type

(Corporation, Limited

Liability Company, Limited

Partnership or other

permitted entity)
	  	 Domestic State

or Jurisdiction
	  	 Date of Organization

or Admission to

Illinois
	  	 Illinois Secretary of

State File Number

(if any)

		 	 OSH Merger Sub 2, LLC
	  	 LLC
	  	 DE
	  	 7/22/2020
	  	
                     


						
		 	 OSH Management Holdings, LLC
	  	 LLC
	  	 IL
	  	 12/6/2016
	  	 05990351

		 	
                     

	  	
                     

	  	
                     

	  	
                     

	  	
                     


		 	  
	  	  
	  	  
	  	  
	  	  


  

	2.	 A copy of that portion of the plan as approved that contains the name and form of each constituent
organization and the surviving organization must be attached to these Articles of Merger. 


  

			
	 3.    a. Name of Surviving Entity: 
	 	OSH Management Holdings, LLC                         
                                         
                                         
                   






b. File Number assigned by the Illinois Secretary of State (if any):  
05990351                                        
                                         
                                 

c. Jurisdiction:  Illinois                
                                         
                                         
                                         
                                         
                    
  

	4.	 The surviving organization: (Optional. Check one.) 



 

	 	☐	 is a limited liability company created by this merger. Articles of Organization are included with this filing.



  

	 	☐	 is another organization type created by this merger. The organizational document is included with this filing.



  

	 	☒	 pre-exists this merger. Any amendment to the organizational document
provided for in the plan of merger is included with this filing. 


  

	5.	 Effective date of the merger: (Check one.) 



 

	 	☒	 The merger is effective upon filing with the Secretary of State. 



 

	 	☐	 The surviving organization is an Illinois limited liability company created by the merger. If applicable, the
Articles of Organization have a post-effective date:
                                        .



 Month, Day, Year 
  

	 	☐	 The surviving organization is not a limited liability company. If applicable, its governing Statue allows and
the plan provides for a post-effective date:
                                        .



     Month, Day, Year 

  
 Printed by authority of
the State of Illinois. December 2019 — 1 — LLC 30.12 














							
	LLC-37.25	  		  	
		
	6.	  	 If the surviving organization is a foreign organization not registered to do business in this state, the Secretary of State is
its agent for service of process. Street and mailing addresses of the office to which a copy of any process against the company served on the Secretary of State may be mailed:

 

		  	 Number
  
	  	 Street
  
	  	 Suite (PO Box alone is not acceptable.)

 

		  	City	  	State	  	ZIP
		
	7.	  	Additional information required to be included by the governing statutes of any of the parties to this merger:
				
		  	 	  	 	  	 
				
		  	 	  	 	  	 
		
	8.	  	The plan of merger has been approved by each constituent organization. Each constituent organization, in accordance with its governing statute, having the authority to sign hereto, affirms under penalty of perjury that
these Articles of Merger are true, correct and complete.

  

							
		 	Dated	 	August 10                                    
        ,	 	 2020        
		 		 	Month & Day	 	Year

  

							
	1.	  	 /s/ Robert Guenthner
	  	2.	  	 /s/ Mike Pykosz

		  	Signature	  		  	Signature
		  	 Robert Guenthner, President
	  		  	 Mike Pykosz, Chief Executive Officer

		  	Name and Title (type or print)	  		  	Name and Title (type or print)
		  	 OSH Merger Sub 2, LLC
	  		  	 OSH Management Holdings, LLC

		  	Name of Entity	  		  	Name of Entity
	3.	  	
                  
   
	  	4.	  	
                     


		  	Signature	  		  	Signature
		  	
                  
   
	  		  	
                     


		  	Name and Title (type or print)	  		  	Name and Title (type or print)
		  	
                  
   
	  		  	
                  
   

		  	Name of Entity	  		  	Name of Entity

 If more space is needed, please attach additional sheets of this size. 

Signatures must be in black ink on an original document. 












 CERTIFICATE OF MERGER 

OF 
 OSH MERGER SUB 2, LLC

 (a Delaware limited liability company) 

with and into 
 OSH
MANAGEMENT HOLDINGS, LLC 
 (an Illinois limited liability company) 

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act and 

Pursuant to Section 805 ILCS 180/37-20 of the Illinois Limited Liability Company Act 

OSH Management Holdings, LLC, an Illinois limited liability company, does hereby certify: 

FIRST: The names and states of each constituent entity to this merger are as follows: 

 

			
	 Name
	  	Jurisdiction
	OSH Merger Sub 2, LLC	  	Delaware
	OSH Management Holdings, LLC	  	Illinois

 SECOND: An Agreement and Plan of Merger, by and between OSH Merger Sub 2, LLC, a Delaware limited
liability company (the “Disappearing Company”), and OSH Management Holdings, LLC, an Illinois limited liability company (the “Surviving Company”), has been approved, adopted, certified, executed and acknowledged by
each of the constituent entities in accordance with Title 6, Section 18-209 of the Delaware Limited Liability Company Act, and in accordance with Section 805
ILCS/37-20 of the Illinois Limited Liability Company Act. 
 THIRD: The articles of
organization of OSH Management Holdings, LLC shall be the articles of organization of the Surviving Company. 
 FOURTH: The name of
the Surviving Company is OSH Management Holdings, LLC. 
 FIFTH: The merger shall become effective upon filing with the Secretary of
State of the State of Delaware. 
 SIXTH: The executed Agreement and Plan of Merger between the aforesaid constituent entities is on
file at the office of the Surviving Company at 30 W. Monroe Street, #1200, Chicago, Illinois 60603. A copy will be provided, upon request and without cost, to any member of the Disappearing Company or to any member of the Surviving Company. 

SEVENTH: The Surviving Company agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of
any obligation of each of the constituent companies, as well as for enforcement of any obligation of the Surviving Company arising from the merger, including any suit or other proceeding to enforce the rights of any members as determined in
appraisal proceedings pursuant to the provisions of Section 18-209(c)(8) of the Limited Liability Company Act of the State of Delaware, and irrevocably appoints the Secretary of State of the State of
Delaware as its agent to accept service of process in any such suit or proceeding. The Secretary of State shall mail any such process to the Office of the Surviving Company at: OSH Management Holdings, LLC, 30 W. Monroe Street, #1200, Chicago,
Illinos 60603. 












 IN WITNESS WHEREOF, the Surviving Company has caused this Certificate of Merger to be
signed by an authorized officer this 10th day of August, 2020. 
  

			
	OSH MANAGEMENT HOLDINGS, LLC
		
	By:	 	 /s/ Mike
Pykosz                                        
    

	Name:	 	Mike Pykosz
	Title:	 	Chief Executive Officer














 EXHIBIT F 

TAX MATTERS AGREEMENT 

See attached. 












 TAX MATTERS AGREEMENT 

THIS TAX MATTERS AGREEMENT (this “Agreement”), is made as of August 10, 2020, by and among Oak Street Health, Inc., a
Delaware corporation (“OSH Inc.”), Oak Street Health, LLC, an Illinois limited liability company (“OSH LLC”), Geoffrey Price (the “Initial Partnership Representative”), OSH Management
Holdings, LLC, an Illinois limited liability company (“OSH MH LLC”), 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”), OSH Investors, LLC, a Delaware limited liability company, 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. 
 Each of the foregoing parties hereto is referred to
individually as a “Party” and collectively as the “Parties”. 
 RECITALS 

WHEREAS, subject to the terms and conditions set forth in that certain Contribution and Exchange Agreement attached to the Master Structuring
Agreement as Exhibit A (the “Contribution and Exchange Agreement”), each of QSP and GA Interholdco (each such entity, a “Sponsor”) desires to contribute all of the equity interests of Newlight Blocker and GA
Blocker, respectively, held by each such entity as applicable to OSH Inc. in exchange for the Exchange Shares as set forth in the Contribution and Exchange Agreement (the “Contribution of Blocker Interests to OSH Inc.”); 

WHEREAS, immediately following the Contribution of Blocker Interests to OSH Inc., subject to the conditions set forth in that certain
Agreement and Plan of Merger attached to the Master Structuring Agreement as Exhibit B (the “Company Merger Agreement”), Merger Sub 1 desires to merge with and into OSH LLC (the “Company Merger”), with OSH
LLC continuing on as the surviving company following such merger; 
 WHEREAS, immediately following the Company Merger, subject to the
conditions set forth in that certain Agreement and Plan of Merger attached to the Master Structuring Agreement as Exhibit C (the “Management Merger Agreement”), Merger Sub 2 desires to merge with and into OSH MH LLC (the
“Management Merger”), with OSH MH LLC continuing on as the surviving company following such merger; 
 WHEREAS, the Parties
wish to (i) provide for the payment of Taxes, (ii) allocate responsibility for, and cooperation in, the filing and defense of Tax Returns and Tax Proceedings and (iii) provide for certain other matters relating to Taxes. 












 ARTICLE I 

Definitions 

Section 1.01    General. 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. Construction. When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement
unless otherwise indicated. The table of contents to this Agreement, and the Article and Section headings contained in this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and
“hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. All terms defined in this
Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined herein. The definitions contained in this Agreement are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Unless otherwise specified, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is
referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of
comparable successor statutes, and including all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. 

ARTICLE II 
 Tax
Representations 
 Section 2.01    Representations and Warranties. 

(a)    GA Blocker hereby represents and warrants as follows: 

(i)    GA Blocker is, and has been for its entire existence, classified as a corporation for all relevant
income tax purposes and has no election pending with any Taxing Authority to change its income tax classification. 

(ii)    GA Blocker has filed all Tax Returns required to be filed on or prior to the date hereof (after
taking into account all reasonable extensions) and has timely paid all Taxes shown as due on such Tax Returns. All such Tax Returns were filed in accordance with applicable Laws and are true, correct, and complete in all material respect as to all
matters relating to the Taxes shown as payable. 
 (iii)    All Income Tax Returns filed by the GA
Blocker (including any information provided on an IRS Schedule K-1 or similar form provided under applicable state and local Laws) were filed consistent with all tax information provided to the GA Blocker by OSH LLC (including any information
provided on an IRS Schedule K-1 or similar form provided under applicable state and local Laws). GA Blocker did not realize any material item of income prior to the Contribution Date other than its allocable share of OSH LLC’s income. 

  
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 (iv)    GA Blocker is not liable for Taxes of any other
Person (other than OSH LLC) as a transferee or successor or as a result of being a member of a combined, consolidated, unitary, or other affiliated group or any other provision of Law. GA Blocker is not party to any tax sharing or other contract
that could obligate it to pay, indemnify or gross-up any other Person for Taxes incurred by such Person. 

(v)    GA Blocker has not received any notices from any Taxing Authority proposing to conduct an audit,
examination or other proceedings relating to its Tax Returns or Taxes and no such audit, examination, or other proceeding is currently in progress or pending. 

(vi)    GA Blocker has not made any elections or adopted or changed any methods of accounting that would
result in the GA Blocker incurring any Taxes in periods (or portions thereof) beginning after the Contribution Date relating to income realized in a period ending prior to the Contribution Date. 

(vii)    GA Blocker has paid sufficient estimated Taxes prior to the Closing, to the extent required, such
that it will not have any liability for any unpaid Taxes shown on Tax Returns filed after the Closing Date for a Pre-Closing Tax Period (assuming such Tax Returns are filed in accordance with the most recent practices and procedures of the GA
Blocker) or any liability for Taxes for the pre-Closing portion of any Straddle Period on a Tax Return filed for a Straddle Period after the Closing Date, except to the extent, if any, that the amount of distributions made by OSH LLC to GA Blocker
for any Pre- Closing Tax Period or the pre-Closing portion of any Straddle Period were insufficient to pay such estimated Taxes. 

(b)    GA Interholdco hereby represents and warrants that: 

(i)    Each debt instrument issued by GA Blocker (the “GA Blocker Debt”) is held solely by GA
Interholdco. 
 (ii)    No GA Blocker Debt is treated as issued for stock or securities which trade on an
“established securities market” within the meaning of Code Section 1273(b)(3) and the applicable Treasury Regulations. 

(iii)    GA Interholdco’s adjusted tax basis in each GA Blocker Debt instrument for U.S. federal
income tax purposes, and the fair market value of each GA Blocker Debt instrument, is equal to (x) the principal of such GA Blocker Debt instrument plus (y) any accrued but unpaid interest with respect to such GA Blocker Debt instrument.

 (c)    Newlight Blocker hereby represents and warrants as follows: 

(i)    Newlight Blocker is, and has been for its entire existence, classified as a corporation for all
relevant income tax purposes and has no election pending with any Taxing Authority to change its income tax classification. 

  
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 (ii)    Newlight Blocker has filed all Tax Returns
required to be filed on or prior to the date hereof (after taking into account all reasonable extensions) and has timely paid all Taxes shown as due on such Tax Returns. All such Tax Returns were filed in accordance with applicable Laws and are
true, correct, and complete in all material respect as to all matters relating to the Taxes shown as payable. 

(iii)    All Income Tax Returns filed by OSH Investors LLC, QSP OSH LLC, and Newlight Blocker were filed
consistent with all tax information provided to the Newlight Blocker by OSH LLC (including any information provided on an IRS Schedule K-1 or similar form provided under applicable state and local Laws). Newlight Blocker did not realize prior to the
Closing any material item or income other than its allocable share of OSH LLC’s income. 

(iv)    Newlight Blocker is not liable for Taxes of any other Person (other than OSH LLC) as a transferee
or successor or as a result of being a member of a combined, consolidated, unitary, or other affiliated group or any other provision of Law. Newlight Blocker is not party to any tax sharing agreement or other contract that could obligate it to pay,
indemnify or gross-up any other Person for Taxes incurred by such Person. 
 (v)    Newlight Blocker has
not received any notices from any Taxing Authority proposing to conduct an audit, examination or other proceedings relating to its Tax Returns or Taxes and no such audit, examination, or other proceeding is currently in progress or pending. 

(vi)    Newlight Blocker has paid sufficient estimated Taxes prior to the Closing, to the extent required,
such that it will not have any liability for any unpaid Taxes shown on Tax Returns filed after the Closing Date for a Pre-Closing Tax Period (assuming such Tax Returns are filed in accordance with the most recent practices and procedures of the
Newlight Blocker) or any liability for Taxes for the pre-Closing portion of any Straddle Period on a Tax Return filed for a Straddle Period after the Closing Date, except to the extent, if any, that the amount of distributions made by OSH LLC to
Newlight Blocker for any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Period were insufficient to pay such estimated Taxes. 

(vii)    Newlight Blocker has not made any elections or adopted or changed any methods of accounting that
would result in the Newlight Blocker incurring any Taxes in periods (or portions thereof) beginning after the Contribution Date relating to income realized in a period ending prior to the Contribution Date. 

ARTICLE III 
 Tax Covenants

 Section 3.01    Tax Returns. 

(a)    OSH Inc. shall prepare (or cause to be prepared) and file (or cause to be filed) all Tax Returns of OSH LLC and OSH
MH LLC for any Pre-Closing Tax Period or Straddle Period that are filed after the Contribution Date (after taking into account all relevant extensions). All such Tax Returns shall be prepared in a manner consistent with past practices of OSH LLC


  
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and OSH MH LLC, unless required by Law or as otherwise provided in this Agreement. OSH Inc. shall provide a draft of the IRS Form K-1 for each Sponsor Blocker to the Sponsors for the year
including the Contribution Date no later than thirty (30) days before the due date for such Tax Return (after taking into account all appropriate extensions) for review and comment, and shall incorporate all changes reasonably requested by a
Sponsor that are provided to OSH Inc. at least ten (10) days prior to such due date 
 (b)    OSH Inc. shall
prepare (or cause to be prepared) and file (or cause to be filed) all Tax Returns of each Sponsor Blocker for any Pre-Closing Tax Period or Straddle Period that are filed after the Contribution Date (after taking into account all relevant
extensions). All such Tax Returns shall be prepared in a manner consistent with the past practice of the applicable Sponsor Blocker, unless required by Law or to conform to the IRS Form K-1 (or other information) provided as part of the filing of
the Income Tax Returns (or a request for an administrative adjustment) for OSH LLC. OSH Inc. shall provide a draft of the IRS From 1120 for each Sponsor Blocker for the year including the Contribution Date to the applicable Sponsor no later than
thirty (30) days before the due date for the applicable Tax Return (after taking into account all appropriate extensions) for review and comment, and shall incorporate all changes reasonably requested by such Sponsor that are provided to OSH
Inc. at least ten (10) days prior to such due date. 
 (c)    OSH Inc. may, in its sole determination, file, or
cause OSH LLC or OSH MH LLC, as applicable, to file an amended Tax Return (or a request for an administrative adjustment) for any period or otherwise refile a Tax Return of OSH LLC or OSH MH LLC for any period; provided that for any Flow-Through
Income Tax Return for OSH LLC and OSH MH LLC, OSH Inc. shall not (and shall not allow OSH LLC or OSH MH LLC to) amend any such Tax Return (or a request for an administrative adjustment) for a Pre-Closing Tax Period without the prior written consent
of the Partnership Representative (which shall not be unreasonably withheld, delayed, or conditioned; provided, however, that the Partnership Representative shall be required act in accordance with the provisions of Section 9.1 of the OSH LLC
Agreement ). Prior to the applicable Indemnification Termination Date, unless required by law, OSH Inc. may not file, or cause to be filed, an amended Tax Return for any Sponsor Blocker for any Pre-Closing Tax Period or otherwise refile a Tax Return
of any Sponsor Blocker for any Pre-Closing Tax Period which, in each case, shows, or is reasonably likely to result in, a Sponsor Blocker incurring a GA Blocker Indemnified Tax or a Newlight Blocker Indemnified Tax without the prior written consent
of GA Interholdco or QSP, as applicable, such consent not to be unreasonably withheld, conditioned or delayed. To the extent that an amended Tax Return is required under applicable Law to be filed with respect to any Sponsor Blocker for a period
ending on or before the Closing Date that shows, or is reasonably likely to result in, a GA Blocker Indemnified Tax or a Newlight Blocker Indemnified Tax, OSH, Inc. shall provide a copy of such amended Tax Return to the applicable Sponsor for the
Sponsor’s review and comment at least thirty (30) days before the amended Tax Return is intended to be filed with the applicable Taxing Authority, and shall incorporate all reasonable comments provided by the applicable Sponsor at least
ten (10) days before the amended Tax Return is intended to be filed with the applicable Taxing Authority. 

(d)    For purposes of determining the income, profit, loss, deduction or any other items allocable to the holders of
interests for any taxable period of OSH LLC and OSH MH LLC that does not otherwise terminate at the end of the day on the Contribution Date, OSH Inc. shall 

  
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cause OSH LLC and OSH MH LLC to use the interim closing of the books method under Section 706 and the Treasury Regulations thereunder (or any similar provision of state, local or non-U.S. Tax
Law). OSH Inc. shall cause OSH LLC and OSH MH LLC to make an election under Section 754 of the Code for the year including the Contribution Date. 

(e)    QSP shall prepare (or caused to be prepared) and timely file (or caused to be timely filed) all Tax Returns of OSH
Investors, LLC and QSP OSH LLC and timely pay all Taxes shown as due on such Tax Returns. To the extent that any such Tax Returns could have any impact on the Taxes payable by the Newlight Blocker, such Tax Returns shall be prepared consistent with
the past practices and procedures of OSH Investors, LLC and QSP OSH LLC (except as precluded by applicable Laws) and consistently with any Tax information provided by OSH LLC (including on an IRS Schedule K-1). Except as necessary to conform to an
amended IRS Schedule K-1 (or similar form for state income tax purposes) received from OSH LLC, or to conform an administrative adjustment initiated by OSH LLC, QSP shall not file, or allow OSH Investors, LLC or QSP OSH LLC to file, an amended Tax
Return (or a request an administrative adjustment) for any Pre-Closing Tax Period or Straddle Period that could affect any Taxes payable by the Newlight Blocker without the prior written consent of OSH Inc. (which shall not be unreasonably withheld,
delayed, or conditioned). 
 Section 3.02    Payment of Taxes/Tax Refunds/Tax Indemnity. 

(a)    Subject to the indemnification rights provided under Sections 3.02(c), OSH Inc. shall cause each Sponsor Blocker,
OSH LLC, and OSH MH LLC to timely pay all Taxes that are due and payable by any such entity (whether or not shown on a Tax Return or assessed by a Taxing Authority) after the Contribution Date. 

(b)    All refunds of Taxes (or rights with respect to any similar Tax assets) of any Sponsor Blocker, OSH LLC or OSH MH
LLC shall be for the sole benefit of these respective entities and neither Sponsor Blocker, OSH LLC, OSH MH LLC or OSH Inc. shall have any obligation to pay such refund (or amounts determined with reference to such refund) to any Party under this
Agreement or any former shareholder or member; provided that, any refund of a Tax of a Sponsor Blocker with respect to a Pre-Closing Tax Period and that was originally paid by a Sponsor Blocker prior to the Contribution Date (or which was actually
indemnified by a Sponsor pursuant to this Agreement) and which is received from the applicable Taxing Authority prior to the applicable Indemnification Termination Date shall be for the sole benefit of the applicable Sponsor. To the extent a Sponsor
Blocker (or any of its Affiliates) receives a refund of Taxes that is for the sole benefit of a Sponsor pursuant to this Section 3.02(b), the Sponsor Blocker shall pay such refund of Tax to the applicable Sponsor within thirty (30) days
receipt from the applicable Taxing Authority (net of any Taxes payable by the Sponsor Blocker of any its Affiliates with respect to such refund and any reasonable out of expenses incurred by the Sponsor Blocker or its Affiliates to obtain such
refund) 
 (c)    Subject to the limitations in the next sentence, GA Interholdco shall indemnify OSH Inc. and its
subsidiaries for (i) all GA Blocker Indemnified Taxes, and (ii) all reasonable out of pocket costs and expenses of contesting any audit or other Tax Proceeding that would result in the imposition of a GA Blocker Indemnified Tax. GA
Interholdco shall not be obligated to provide any indemnification pursuant to this Section 3.02(c) following the applicable 

  
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Indemnification Termination Date; provided, however, that if a claim for indemnification pursuant to this Section 3.02(c) is made in accordance with Section 3.02(e) prior to the
applicable Indemnification Termination Date, GA Interholdco’s obligations to indemnify pursuant to Section 3.02(c) with respect to such claim (plus any claim for costs and expenses that are related to such claim, any claim for Taxes in the form
of interest or penalties related to such timely claim, and any claim for other Taxes that could result from any adjustment required under applicable Law to conform to any adjustment giving rise to the claim) shall survive until all such claims are
fully resolved. 
 (d)    Subject to the limitations in the next sentence, QSP shall indemnify OSH Inc. and its
subsidiaries for (i) all Newlight Blocker Indemnified Taxes, and (ii) all reasonable out of pocket costs and expenses of contesting any audit or other Tax Proceeding that would result in the imposition of a Newlight Blocker Indemnified
Tax. QSP shall not be obligated to provide any indemnification pursuant to this Section 3.02(d) following the applicable Indemnification Termination Date; provided, however, that if a claim is made for indemnification pursuant to this
Section 3.02(d) in accordance with Section 3.02(e) prior to the applicable Indemnification Termination Date, QSP’s obligations to indemnify pursuant to Section 3.02(d) with respect to such claim (plus any claim for costs and
expenses that are related to such claim, any claim for Taxes in the form of interest or penalties related to such claim, and any claim for any other Taxes that could result from any adjustment required under applicable Law to conform to any
adjustment giving rise to the claim) shall survive until all such claims are fully resolved. 
 (e)    No claim for
indemnification can be made with respect to any Tax unless such claim is (i) based on a notice of proposed or final adjustment, a notice of proposed or final assessment, a notice of deficiency, a notice for the payment of a Tax, or other
similar noticed issued by a Tax Authority, in each case, actually issued or which which proper representatives of the the Taxing Authority have stated will be issued; (ii) relates to Taxes arising from an ongoing Tax Proceeding; or
(iii) is with respect to a Tax shown as due on a Tax Return (including an amended Tax Return) that was either filed prior to the Contribution Date or was prepared and filed in accordance with this Agreement. 

Section 3.03    Intended Tax Treatment. 

(a)    Each of the Parties intends to treat (i) the contribution of Contributed Interests in exchange for the Exchange
Shares, (ii) the Company Merger, (iii) the Management Merger and (iv) the IPO by OSH Inc., collectively, as a transaction governed under Section 351 of the Code (the “ Intended Tax Treatment”) . Each of the
Parties agrees to file all applicable Tax Returns consistent with the Intended Tax Treatment unless precluded by a change in applicable Law. 

(b)    Each Party to this Agreement represents that it has no plan or intention to sell, exchange or otherwise dispose of
any Exchange Shares, or Common Stock, as applicable, received pursuant to the contribution of Contributed Interests in exchange for the Exchange Shares, the Company Merger, or the Management Merger, as applicable, directly or indirectly (including
by derivative transactions such as an equity swap which would have the economic effect of a transfer of ownership), except to the extent that any such disposition would not affect the Intended Tax Treatment; provided, that, the parties
acknowledge that QSP’s planned contribution of Exchange Shares to NewLight Harbour Point SPV LLC would not affect the Intended Tax Treatment. 

  
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 (c)     GA Interholdco and the GA Blocker and OSH, Inc. agree that the
capitalization the GA Blocker in order to remove a portion of the outstanding debt prior to the contribution of the Interests pursuant to Section 1 of the Contribution and Exchange Agreement is intended to effected by a contribution of such
debt to the capital of the GA Blocker in a transaction described in Section 108(e)(6) of the Code and is intended to treated as either (or both) a contribution governed by Section 351 of the Code or a reorganization under Section 368
of the Code. GA Interholdco and GA Blocker and OSH, Inc. shall file all Tax Returns consistent with such tax treatment unless precluded by a change in applicable Law. 

Section 3.04    Tax Sharing Agreements. All Tax sharing, indemnification and similar agreements, written or
unwritten, as between the Sponsor Blockers and another Party (other than this Agreement), shall be or shall have been terminated in a tax-free manner no later than the Contribution Date and, after the Contribution Date, neither Sponsor Blocker shall
have any further rights under any such Tax sharing, indemnification or similar agreement. 

Section 3.05    Cooperation. Each of the applicable Parties shall (i) assist in the preparation and
timely filing of any Tax Return filed pursuant to this Article III; (ii) assist in any audit or other Tax Proceeding with respect to Taxes or Tax Returns of the applicable Party pursuant to Article III; (iii) make available any
information, records, or other documents relating to any Taxes or Tax Returns of the applicable Party (or that could affect the Taxes payable by another Party); and (iv) provide any information necessary or reasonably requested to allow the
applicable Party to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws or to compute the amount of payroll or other employment Taxes due with respect to any payment made in connection
with this Agreement. 
 ARTICLE IV 

Tax Proceedings 

Section 4.01    Notification of Tax Proceedings. 

(a)    To the extent that any Tax Proceeding is commenced relating to any Flow- Through Income Tax Return of OSH LLC or OSH
MH LLC for a period ending on or before the Closing Date or Straddle Period, OSH Inc. shall promptly notify the Partnership Representative in writing and thereafter shall promptly forward or make available to the Partnership Representative copies of
material notices and communications relating to such Tax Proceeding. 
 (b)    To the extent that, prior to the
Indemnification Termination Date, any Tax Proceeding is commenced relating to any Tax Return of the Sponsor Blocker for a period ending on or before the Closing Date or Straddle Period, OSH Inc. shall promptly notify the applicable Sponsor in
writing. No delay or failure to provide such notice shall reduce the obligations of the Sponsors under Section 3.02 except to the such failure or delay actually prejudices the applicable Sponsor. 

  
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 Section 4.02    Tax Proceeding Procedures 

(a)    Sponsor Blockers. Prior to the applicable Indemnification Termination Date, upon timely notice to the OSH,
Inc., the applicable Sponsor shall have the right (at its sole cost and expense) to assume control of any Tax Proceedings of any Tax Return or Taxes of any Sponsor Blocker for any period ending on or prior to the Contribution Date to the extent it
could reasonably be expected to result in GA Blocker Indemnified Taxes or Newlight Blocker Indemnified Taxes and, with the prior written consent of OSH, Inc. (which shall not be unreasonably withheld, delayed, or conditioned), shall have the right
to settle or otherwise resolve any adjustment that is proposed, asserted or assessed with respect to any Sponsor Blocker in connection with such Tax Proceedings; provided that if the Sponsor Blocker assumes control, it shall keep OSH Inc. reasonably
informed regarding the status of such Tax Proceeding, defend such Tax Proceeding in good faith, and allow OSH Inc. to participate in any such proceeding at its own expense. In the event that the applicable Sponsor does not assume control of a Tax
Proceeding relating to any Tax Return or Taxes of any Sponsor Blocker for any period ending on or prior to the Closing Date, and for all periods prior to the Sponsor Blocker claiming control of any such Tax Proceeding as provided in the prior
sentence, OSH Inc. shall assume control of such Tax Proceeding (and any Tax Proceeding relating to Tax Returns or Taxes of a Sponsor Blocker that the Sponsor cannot assume control pursuant to the prior sentence), provided, however, that OSH
Inc. may not settle (or allow the settlement of) any Tax Proceeding relating to a Tax Return or Taxes of a Sponsor Blocker for a Pre-Closing Tax Period to the extent it could give rise to GA Blocker Indemnified Taxes or Newlight Blocker Indemnified
Taxes for which indemnification is still available under Section 3.02 without the prior written consent of the applicable Sponsor (such consent not to be unreasonably withheld, conditioned or delayed). 

(b)    OSH MH LLC and OSH LLC. 

(i)    The Partnership Representative shall be entitled to represent the interests of OSH LLC and OSH MH
LLC in connection with any Tax Proceeding regarding the Flow-Through Income Tax Returns of OSH LLC and OSH MH LLC for any year ending before the Contribution Date (a “Flow-Through Income Tax Proceeding”) and to retain counsel or
other tax advisors of the Partnership Representative’s choosing in connection with a Flow-Through Income Tax Proceeding. The Partnership Representative shall keep OSH Inc. reasonably informed regarding a Flow-Through Income Tax Proceeding and
allow OSH Inc. (and its counsel) to review and comment on any material to be submitted to the applicable Taxing Authority. The Partnership Representative shall consider in good faith any comments that OSH Inc. (or its counsel) makes to any
submissions or other items to be provided to the applicable Taxing Authority. The Partnership Representative shall be entitled to make any elections in connection any Flow- Through Income Tax Proceeding (including the option (but not the obligation)
to timely elect to “push out” any imputed underpayments under Section 6226 of the Code (and any similar provisions under state or local Law)) (a “Push-Out Election”). The Partnership Representative shall be entitled
to settle or otherwise resolve any adjustment that is proposed, asserted or assessed in connection with a Flow-Through Income Tax Proceeding; provided that if OSH Inc. or its Affiliates are to incur a majority of the Taxes resulting from such
settlement or resolution, the Partnership Representative shall obtain the prior written consent of the OSH Inc. (which shall not be unreasonably withheld, delayed, or conditioned) prior to entering into the settlement or other resolution. 

  
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 (ii)    OSH Inc. and the Partnership Representative
shall jointly control any Tax Proceeding regarding any Flow-Through Income Tax Return of OSH LLC and OSH MH LLC for a Straddle Period (a “Straddle Tax Proceeding”) and shall work in good faith to allocate such control so that OSH
Inc. controls the portion of the Straddle Tax Proceeding relating to the portion of the Straddle Period beginning after the Contribution Date and the Partnership Representative controls the portion of the Straddle Proceeding for the portion of the
Straddle Period ending on the Contribution Date. OSH Inc. and the Partnership Representative shall only be entitled to make any elections in connection with any Straddle Tax Processing (including a Push-Out Election) with the other parties prior
written consent (which shall not be unreasonably withheld, delayed, or conditioned); provided if OSH Inc. or its affiliates are to incur all (or substantially all) of the Taxes resulting from such election, no consent shall be required from the
Partnership Representative and the Partnership Representative shall take all actions requested by OSH Inc. to timely make the election requested by OSH Inc. OSH Inc. and the Partnership Representative shall not settle or otherwise resolve, or allow
OSH LLC or OSH MH LLC to settle or resolve, any adjustment that is proposed, asserted, or assessed in connection with a Straddle Tax Proceeding without the other Parties’ prior written consent (which shall not be unreasonably withheld, delayed,
or conditioned); provided that if OSH Inc. or its affiliates are to incur all (or substantially all) of the Taxes resulting from such settlement or other resolution, no consent shall be required from the Partnership Representative and the
Partnership Representative shall take all actions requested by OSH Inc. to timely settle or resolve the matter on the terms requested by OSH Inc. 

(iii)    OSH LLC and OSH MH LLC shall reimburse the Partnership Representative for all reasonable out of
pocket expenses or costs that the Partnership Representative incurs in representing the interests of OSH LLC or OSH MH LLC in connection with any Flow-Through Income Tax Proceeding or Straddle Tax Proceeding. 

(iv)    OSH Inc. shall control all other Tax Proceedings in respect of any Tax Return or Taxes of OSH LLC
that is not a Flow-Through Income Tax Proceeding or a Straddle Tax Proceeding. 
 (c)    Partnership Representatives
for OSH LLC and OSH MH LLC. 
 (i)    The Partnership Representative shall be named on any Tax Return
(or in connection with any Tax Proceedings) as the “partnership representative” under the Partnership Tax Audit Rules (and the “tax matters partner” or other similar representative as provided under state or local income tax
laws) with respect to any applicable Flow- Through Income Tax Return of OSH LLC and OSH MH LLC for any year ending before (or including) the Contribution Date. 

(ii)    If the Initial Partnership Representative (or other person acting as the Partnership Representative
under this Agreement) is unable or unwilling to perform (or continue to perform) its duties as a “partnership representative” under the Partnership Tax Audit Rules (or as “tax matters partner” or other representative under state
or local law) on behalf of OSH LLC or OSH MH LLC or to otherwise act as the Partnership Representative under this Agreement, then OSH Inc. will name (or cause OSH LLC or OSH MH LLC to 

  
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name) a successor individual who is permitted under applicable Law to act in such capacity; provided, however, any succeeding individual is required to have been a holder (directly
or indirectly) of interests in OSH LLC or OSH MH LLC prior to the Contribution Date and each successor individual is required to execute the applicable documents to become a party to this Agreement in his or her capacity as Partnership
Representative. Each applicable Party shall cooperate fully in naming the applicable successor to act as the “partnership representative” for OSH LLC or OSH MH LLC under the Partnership Tax Audit Rules or as a “tax matters
partner” or other representative under applicable state or local law. 
 (iii)    In connection with
any action relating to a Flow-Through Income Tax Proceeding or a Straddle Tax Proceeding that could reasonably be expected to result in GA Blocker Indemnified Taxes, the Partnership Representative shall be obligated to act in accordance with, and GA
Holdco shall be entitled to the rights provided them under, the provisions set forth in Section 9.1 of the OSH LLC Agreement. In connection with any action relating to a Flow-Through Income Tax Proceeding or a Straddle Tax Proceeding that could
reasonably be expected to result in Newlight Blocker Indemnified Taxes, the Partnership Representative shall be obligated to act in accordance with, and QSP shall be entitled to the rights provided them under, the provisions set forth in
Section 9.1 of the OSH LLC Agreement. 
 (d)    OSH Investors, LLC and QSP OSH LLC. QSP shall control any
audit, examination, or other proceeding relating to any Tax Return filed by OSH Investors, LLC or QSP OSH LLC and shall pay all Taxes payable by OSH Investors, LLC or QSP OSH LLC resulting from any such audit, examination or proceedings. QSP shall
be entitled to make (or caused to be made) all elections with respect to any audit, examination, or proceeding with respect to any Tax Return filed by OSH Investors, LLC or QSP OSH LLC and to settle or otherwise resolve (or caused to be settled or
otherwise resolved) any adjustment that is proposed, asserted, or assessed with respect to any Tax Return filed by OSH Investors, LLC or QSP OSH LLC; provided, that if any such election or settlement or resolution could have an effect on the Taxes
payable by the Newlight Blocker, QSP shall not, and shall not allow OSH Investors, LLC or QSP OSH LLC (or the person acting as “partnership representative” or “tax matters partner” for OSH Investors, LLC or QSP OSH LLC) to make
such election or enter into such settlement or resolution without the prior written consent of OSH Inc. (which shall not be unreasonably withheld, delayed, or conditioned); provided, further, however, the foregoing proviso shall not apply to the
extent the election (or settlement or resolution) is necessary to conform to an election (or the settlement or other resolution of any adjustment proposed, asserted, or assessed) made (or agreed to) in connection with any Flow-Through Income Tax
Proceeding or Straddle Tax Proceeding. 
 ARTICLE V 

Miscellaneous 

Section 5.01    Further Assurances. Upon the request of any Party, each other Party shall, at any time and
from time to time, without further consideration, execute, deliver and perform or 

  
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cause the execution, delivery and performance of, as applicable, any and all documents, agreements, certificates, and instruments, and take or cause to be taken, as applicable, such other actions
as any other Party may reasonably require to carry out the intent of this Agreement and comply with the terms of this Agreement. 

Section 5.02    Survival. All of the provisions of this Agreement shall survive and continue to be in full
force and effect until fully performed; provided, however, the representations and warranties in Section 3.01 and Section 3.02 shall not survive after the Contribution Date. 

Section 5.03    Entire Agreement. This Agreement, the Exhibits hereto, the Ancillary Agreements and other
documents referred to herein shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all other prior negotiations, agreements and understandings, whether written or oral, among the
Parties with respect to the subject matter of this Agreement. Except as otherwise expressly provided herein, in the case of any conflict between the terms of this Agreement on the one hand, and the terms of any other Ancillary Agreement, the OSH LLC
Agreement, and/or OSH MH LLC Agreement on the other hand, the terms of this Agreement shall control. 

Section 5.04    Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of
the successors and permitted assigns of each of the Parties. 
 Section 5.05    Counterparts. This Agreement
may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument. This Agreement may be executed by electronic transmission (including by .pdf) and such execution shall have
the same force and effect as manually executed counterparts. 
 Section 5.06    Amendment. This Agreement
may not be altered, modified, changed or amended, in whole or in part with respect to any Party, except by a written instrument signed by each such affected Party and, if applicable, authorized by each such Party’s board of directors, board of
managers, managing member or general partner, as the case may be. 
 Section 5.07    Dispute Resolution.
Subject to the terms and conditions of this Agreement in the event of any dispute between the Parties as to any matter covered under this Agreement, the Parties shall appoint a tax specialist from a nationally recognized independent public
accounting firm (an “Accounting Firm”) to resolve such dispute. In this regard, the Accounting Firm shall make determinations with respect to the disputed items based solely on representations made by the Sponsor Blockers and OSH LLC and
OSH MH LLC and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only. The Parties shall require the
Accounting Firm to resolve all disputes no later than thirty (30) days after the submission of such dispute to the Accounting Firm and agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and
binding on the Parties. The Accounting Firm shall resolve all disputes in a manner consistent with this Agreement. The Parties shall require the Accounting Firm to render all determinations in writing and to set forth, in reasonable detail, the
basis for such determination. The fees and expenses of the Accounting Firm shall be borne equally by the Parties. 

  
 12 













 Section 5.08    No Third Party Beneficiaries. Nothing in
this Agreement, express or implied, is intended to or shall confer upon any Person (other than the Parties and their respective successors and permitted assigns) any legal or equitable right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement, and no Person shall be deemed a third party beneficiary under or by reason of this Agreement. 

Section 5.09    Specific Performance. In the event of any actual or threatened default in, or breach of, any
of the terms, conditions and provisions of this Agreement, the Party who is, or is to be, thereby aggrieved will have the right to specific performance and injunctive or other equitable relief in respect of its rights under this Agreement, in
addition to any and all other rights and remedies at Law or in equity. The Parties agree that the remedies at Law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any
action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties to this Agreement. 

Section 5.10    Interpretation. The Parties have participated jointly in the negotiation and drafting of this
Agreement, and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by
virtue of the authorship of any provisions of this Agreement. 
 Section 5.11    Confidentiality. Each of
the Parties hereto shall hold and cause its directors, officers, employees, advisors and consultants to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the reasonable opinion of its counsel, by
other requirements of Law, all information (other than any such information relating solely to the business or affairs of such party) concerning the other Party hereto furnished it by such other Party or its representatives pursuant to this
Agreement (except to the extent that such information can be shown to have been (1) in the public domain through no fault of such Party or (2) later, pursuant to applicable Law, acquired from other sources not under a duty of
confidentiality by the Party to which it was furnished), and no Party shall release or disclose such information to any other Person, except its directors, officers, employees, auditors, attorneys, financial advisors, bankers or other consultants
who shall be advised of and agree to be bound by the provisions of this 5.11. Each of the Parties hereto shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other Party if it
exercises the same care as it takes to preserve confidentiality for its own similar information. Except as required by Law or with the prior written consent of the other Party, all Tax Returns, documents, schedules, work papers and similar items and
all information contained therein, and any other information that is obtained by a Party or any of its Affiliates pursuant to this Agreement, shall be kept confidential by such Party and its Affiliates and representatives, shall not be disclosed to
any other Person and shall be used only for the purposes provided herein. If a Party or any of its Affiliates is required by Law to disclose any such information, such Party shall give written notice to the other Party prior to making such
disclosure. 
 Section 5.12    Waiver of Jury Trial. AS A
SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (WITH EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), EACH OF THE 

  
 13 













 
PARTIES EXPRESSLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR ANY OTHER TRANSACTION AGREEMENT, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING, AND ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER
TRANSACTION AGREEMENT SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. 

Section 5.13    Notices. All notices, requests, documents delivered, and other communications hereunder must
be in writing and will be deemed to have been duly given only if delivered personally, by facsimile transmission, mailed (first class postage prepaid) or by electronic mail (“e-mail”) to the Parties at the following addresses, facsimile
numbers, or e-mail addresses: 
 Section 5.14    Effectiveness. This Agreement shall become effective upon
the Contribution Date. 
 Section 5.15    Severability. If one or more provisions of this Agreement are
found by a court or arbitrator of competent jurisdiction, or any governmental authority with competent jurisdiction over the Parties to be illegal, invalid or unenforceable, in whole or in part, the remaining terms and provisions of this Agreement
(including the remaining portion of a provision found to be illegal, invalid or unenforceable in part) shall remain in full force and effect disregarding such illegal, invalid or unenforceable provision or portion thereof and such court, arbitrator
or governmental authority shall be empowered to modify such illegal, invalid or unenforceable provision or portion thereof to the extent necessary to make this Agreement enforceable in accordance with the intent and purposes of the Parties expressed
in this Agreement to the fullest extent practicable and as permitted by applicable Law. 

Section 5.16    Headings. Headings used in this Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement. 
 Section 5.17    Affiliates. The Contributing
Investors shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by their respective Affiliates. 

Section 5.18    Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance
with the internal Laws of the State of Delaware without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other
than those of the State of Delaware. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted exclusively in the Chancery Court of the State of Delaware (or, in the
event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware). Service of
process, summons, notice or other document by mail to such Party’s principal office shall be effective service of process for 

  
 14 













 
any suit, action or other proceeding brought in any such court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in
such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding has been brought in an inconvenient forum. 

The remainder of this page is intentionally left blank. 

  
 15 













 IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day
and year first above written. 
  

			
	 CONTRIBUTING INVESTORS:
  

GENERAL ATLANTIC (OSH)

	INTERHOLDCO, L.P.
	
	By: General Atlantic (SPV) GP, LLC, its General Partner
	
	By: General Atlantic LLC, its Sole Member
		
	By:	 	 /s/ J. Frank
Brown                    

	Name:	 	J. Frank Brown
	Its:	 	Managing Director
	
	GENERAL ATLANTIC (OSH), LLC
		
	By:	 	 /s/ J. Frank Brown

	Name:	 	J. Frank Brown
	Its:	 	Managing Director



  
 Signature Page to Tax
Matters Agreement 













 
			
	OAK STREET HEALTH, INC.
		
	By:	 	 /s/ Robert
Guenthner                    

	Name:	 	Robert Guenthner
	Its:	 	Chief Legal Officer
	
	OAK STREET HEALTH, LLC
		
	By:	 	 /s/ Robert Guenthner

	Name:	 	Robert Guenthner
	Its:	 	Chief Legal Officer
	
	OSH PARTNERSHIP REPRESENTATIVE
		
	By:	 	 /s/ Geoffrey Price

	Name:	 	Geoffrey Price
	Its:	 	Chief Operating Officer of OSH Inc.
	
	OSH MH PARTNERSHIP REPRESENTATIVE
		
	By:	 	 /s/ Geoffrey Price

	Name:	 	Geoffrey Price
	Its:	 	Chief Operating Officer of OSH Inc.
	
	OSH MANAGEMENT HOLDINGS, LLC
		
	By:	 	 /s/ Mike Pykosz

	Name:	 	Mike Pykosz
	Its:	 	Chief Executive Officer



  
 Signature Page to Tax
Matters Agreement 













 
			
	QUANTUM STRATEGIC PARTNERS LTD.
		
	By:	 	 /s/ Regan
O’Neill                    

	Name:	 	Regan O’Neill
	Its:	 	Attorney-in-Fact
	
	QSP OSH HOLDINGS LLC
		
	By:	 	 /s/ Regan O’Neill

	Name:	 	Regan O’Neill
	Its:	 	Attorney-in-Fact



  
 Signature Page to Tax
Matters Agreement 













 EXHIBIT G 

STRUCTURING STEPS 
 See
attached. 









  

  Legend Corporation Corporation,
limited partnership, or limited liability company that is disregarded for U.S. federal income tax purposes Partnership for U.S. federal income tax purposes Arrows indicate loans, cash contributions, or property transfers, as appropriate. Direction
indicates flow. Individual or Other Corporation or limited liability company that is a partnership for U.S. federal income tax purposes.





  

  Existing Structure Oak Street Health
LLC For simplicity, certain entities are omitted from the subsequent slides. General Atlantic (OSH) Interholdco L.P. Other Investors General Atlantic (OSH) LLC Oak Street Health MSO, LLC OSH-ESC Joint Venture, LLC OSH-RI, LLC OSH-PCJ Joliet, LLC Oak
Street Physicians Services, LLC (Inactive) Acorn Network, LLC Management Quantum Strategic Partners Ltd. QSP OSH Holdings LLC Shareholder Debt OSH Management Holdings, LLC OSH Investors, LLC New Light Co-Investors QSP OSH LLC





  

  PHASE I: PRE-CLOSING RESTRUCTURING






  

  Step 1 – Capitalization of GA
Blocker and Removal of Shareholder Debt Capitalization of GA Blocker and Removal of Shareholder Debt General Atlantic (OSH) Interholdco L.P. (“General Atlantic”) capitalizes General Atlantic (OSH), LLC (“GA Blocker”) in order
to eliminate certain shareholder debt which has a maturity date of more than 5 years. Other shareholder debt with a maturity date of <5 years (the “Short-Term Debt Instruments”) remains outstanding following this Step 1. General
Atlantic (OSH) Interholdco L.P. General Atlantic (OSH), LLC Debt 





  

  Liquidation of Partnerships/
Distribution of Company Interests Step 2 – Liquidation of Lower-Tier New Light Partnerships Liquidation of Lower-Tier New Light Partnerships Certain individuals (the “New Light Co-Investors”) hold profits interests in OSH
Investors, LLC. OSH Investors LLC and QSP OSH LLC (not depicted on this slide) each liquidate one after the other. First, OSH Investors LLC liquidates, distributing its interests in Oak Street Health LLC (the “Company”) to QSP OSH LLC
and to the New Light Co-Investors. Then, QSP OSH LLC liquidates, distributing its interests in the Company to QSP OSH (the “New Light Blocker”). Oak Street Health LLC Quantum Strategic Partners Ltd. QSP OSH Holdings LLC Various LLCs New
Light Co-Investors OSH Investors, LLC





  

  PHASE II: CAPITALIZATION OF OAK
STREET HEALTH CARE, INC.





  

  Step 3 – Contribution of
Blockers into Oak Street Corp. and Merger Contribution of Blockers into Oak Street Corp. and Merger Quantum Strategic Partners Ltd. contributes its respective interests in the New Light Blocker to Oak Street Health, Inc. (“Oak Street
Corp.”) in exchange for Oak Street Corp. common shares. General Atlantic (OSH) Interholdco L.P. (“General Atlantic”) contributes interests in General Atlantic (OSH), LLC (“GA Blocker”) and the Short-Term Debt
Instruments to Oak Street Corp. in exchange for Oak Street Corp. common shares. Oak Street Corp. forms [Merger Sub 1, LLC] and [Merger Sub 2, LLC] (each, a “Merger Sub”), each a Delaware limited liability company that is disregarded for
U.S. federal income tax purposes. [Merger Sub 2] merges with and into OSH Management Holdings, LLC, with OSH Management Holdings, LLC surviving (the “Management Merger”). Pursuant to the Management Merger, the holders of profits
interests in OSH Management Holdings, LLC receive common shares in Oak Street Corp. [Merger Sub 1] merges with and into the Company, with the Company surviving (the “Company Merger”). Pursuant to the Company Merger, certain other
investors (including the New Light Co-Investors) receive common shares in Oak Street Corp. Neither GA Blocker, New Light Blocker, or OSH Management Holdings receive stock in Oak Street Corp. pursuant to the Company Merger. Oak Street Health LLC
General Atlantic (OSH) LLC ** Quantum Strategic Partners Ltd. Newlight Harbour Point SPV LLC Other Investors General Atlantic (OSH) Interholdco L.P. Oak Street Health, Inc. Oak Street Corp. Common Shares Contribution of Blocker Shares [Merger Sub 1,
LLC] [Merger Sub 2, LLC] 1 Oak Street Corp. Common Shares Management OSH Management Holdings, LLC Management Merger Company Merger 3 2 Contribution of Blocker Shares and Short-Term Debt Instruments





  

  PHASE III: INVESTOR
RESTRUCTURING





  

  Step 4 – Replication of New
Light Co-Invest Structure [New Co-Invest , LLC)] New Light Co-Investors Oak Street Health, Inc. Oak Street Common Shares The New Light Co-Investors contribute their common stock in Oak Street Cop. to [New Co-Invest, LLC] (“New
Co-Invest”), a newly formed Delaware limited liability company, in exchange for New Co-Invest units. Quantum Strategic Partners Ltd. contributes its common shares in Oak Street Corp. to New Co-Invest in exchange for New Co-Invest units.
Replication of New Light Co-Invest Structure 2 Quantum Strategic Partners Ltd. 1 Oak Street Common Shares Oak Street Health MSO, LLC OSH-ESC Joint Venture, LLC OSH-RI, LLC OSH-PCJ Joliet, LLC Oak Street Physicians Services, LLC (Inactive) Acorn
Network, LLC General Atlantic (OSH) LLC QSP OSH Holdings LLC OSH Management Holdings, LLC Oak Street Health, LLC Intercompany Note





  

  PHASE IV: Initial Public
Offering





  

  Step 5 – Oak Street Corp.
closes its Initial Public Offering Public Current Investors Oak Street Health, Inc. Oak Street Health MSO, LLC OSH-ESC Joint Venture, LLC OSH-RI, LLC OSH-PCJ Joliet, LLC Oak Street Physicians Services, LLC (Inactive) Acorn Network, LLC General
Atlantic (OSH) LLC QSP OSH Holdings LLC OSH Management Holdings, LLC Cash Oak Street Corp. Common Stock Oak Street Health, LLC Oak Street Corp. closes its initial public offering, and issues common shares to the public investors in exchange for
cash. Oak Street Corp closes its IPO Intercompany Note





  

  Final Structure (All investor
groups and entities depicted) Management Oak Street Health, Inc. Quantum Strategic Partners Ltd. [New Co-Invest, LLC] New Light Co-Investors Public General Atlantic (OSH) Interholdco L.P. Oak Street Health MSO, LLC OSH-ESC Joint Venture, LLC OSH-RI,
LLC OSH-PCJ Joliet, LLC Oak Street Physicians Services, LLC (Inactive) Acorn Network, LLC General Atlantic (OSH) LLC QSP OSH Holdings LLC OSH Management Holdings, LLC Oak Street Health, LLC Other Investors Intercompany Note





  

  Final Structure (Simplified) Oak
Street Health, Inc. Current investors are (i) Quantum Strategic Partners Ltd. and Co-Investors (which invest through [New Co-Invest, LLC]) (ii) General Atlantic (OSH) Interholdco L.P., (iii) Management, and (iv) various other investors. Oak Street
Health MSO, LLC OSH-ESC Joint Venture, LLC OSH-RI, LLC OSH-PCJ Joliet, LLC Oak Street Physicians Services, LLC (Inactive) Acorn Network, LLC Current Investors Public Oak Street Health, LLC








 EXHIBIT H 

DEFINITIONS 
 “2020 Plan”
means the OSH Inc. 2020 Omnibus Incentive Plan. 
 “Accounting Firm” has the meaning set forth in Section 5.07 of the Tax Matters
Agreement. 
 “Affiliate” means, with respect to any Person, any other Person, directly or indirectly, controlling, controlled by, or under
common control with, such Person. 
 “Ancillary Agreements” means any agreement entered into pursuant to the Restructuring Transactions.

 “Applicable Law” means Delaware Law and Illinois Law. 

“Business Day” means means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. 
 “Closing
Date” means August 10, 2020. 
 “Code” means the Internal Revenue Code of 1986, as amended. 

“Common Stock” means OSH Inc.’s shares of common stock, par value $0.001 per share. 

“Company Merger” means the merger of Merger Sub 1 with OSH LLC, with OSH LLC continuing on as the surviving company following such merger,
pursuant to the Company Merger Agreement. 
 “Company Merger Agreement” means the agreement and plan of merger entered into as of
August 10, 2020, by and among OSH LLC, OSH Inc. and Merger Sub 1, attached hereto as Exhibit B. 
 “Contributed Interests”
means the GA Blocker Contributed Interests and the Newlight Blocker Contributed Interests. 
 “Contributing Investors” means each of QSP
and GA Interholdco. 
 “Contribution and Exchange Agreement” means that certain contribution and exchange agreement made as of
August 10, 2020, by and among OSH Inc., GA Interholdco, QSP, GA Blocker and Newlight Blocker, attached hereto as Exhibit A. 

“Contribution Date” means August 10, 2020. 

“Contribution of Blocker Interests to OSH Inc.” means the contribution by each of QSP and GA Interholdco of all of the Newlight Blocker
Contributed Interests and GA Blocker Contributed Interests, respectively, held by such entity to OSH Inc. in exchange for shares of Common Stock as set forth in the Contribution and Exchange Agreement. 

“Delaware Law” means the Limited Liability Company Act of the State of Delaware. 

“Electronic Delivery” means any delivery by means of a facsimile machine or by .pdf, .tif, .gif, .peg or similar attachment to electronic
mail. 












 “Exchange Shares” means the shares of Common Stock of OSH Inc. issued to each respective
Contributing Investor in exchange for all of such Contributing Investor’s right, title and interests in all of the Contributed Interests held by such Contributing Investor. 

“Flow-Through Income Tax Returns” means any Person’s Income Tax Return to the extent the taxable items of income, gain, loss, deduction
or credits shown thereon are required by applicable Law to be reported on the Income Tax Returns of the Person’s direct or indirect members, including any Form 1065 or Schedule K-1 or similar return for
other Tax purposes. 
 “Flow Through Income Tax Proceeding” has the meaning set forth in Section 4.02(b)(i) of the Tax Matters
Agreement. 
 “GA Blocker” means General Atlantic (OSH) LLC, a Delaware limited liability company. 

“GA Blocker Contributed Interests” means all of the issued and outstanding common units and certain debt instruments in GA Blocker owned by
GA Interholdco, as set forth on Schedule I to the Contribution and Exchange Agreement. 
 “GA Blocker Indemnified Taxes” means
(i) any and all Taxes of GA Blocker with respect to all Pre-Closing Tax Periods, (ii) Taxes imposed on GA Blocker as a result of being a member of an affiliated, combined, unitary or similar group
prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), and
(iii) Taxes of any Person imposed on GA Blocker as a transferee or successor, by contract, or pursuant to any Law, excluding, in each case, any Tax arising from income for which GA Blocker would have received a tax distribution pursuant to
Section 4.1.1 of the OSH LLC Agreement had such income been allocated to the GA Blocker pursuant to Section 4.2 of the OSH LLC Agreement in the Fiscal Year (as defined in the OSH LLC Agreement) with respect to which the Tax is assessed.

 “GA Interholdco” means General Atlantic (OSH) Interholdco L.P., a Delaware limited partnership. 

“Illinois Law” means the Limited Liability Company Act of the State of Illinois. 

“Income Tax Return” means (a) state and local Tax Returns relating to Income Taxes and (b) U.S. federal Tax Returns relating to
Income Taxes. 
 “Income Taxes” means any Taxes in whole or in part based upon, measured by, or calculated with respect to net income or
profits, net worth or net receipts (including, but not limited to, any capital gains, franchise Tax, minimum Tax or any Tax on items of Tax preference (in each case, in the nature of an income Tax), but not including sales, use, real or personal
property, or transfer Taxes or similar Taxes). 
 “Indemnification Termination Date” means, in the case of GA Blocker Indemnified Taxes,
the third anniversary of the filing of the U.S. federal Income Tax Return of the GA Blocker for the year including the Contribution Date (or, if earlier, the latest date such Income Tax Return could be timely filed with the IRS (after taking into
account all appropriate extensions)) and, in the case of Newlight Blocker Indemnified Taxes, the third anniversary of the filing of the U.S. federal Income Tax Return for the Newlight Blocker for the year including the Contribution Date (or, if
earlier, the latest date such Income Tax Return could be timely filed with the IRS (after taking into account all appropriate extensions)). 

“Initial Partnership Representative” means Geoffrey Price. 












 “IPO” means an initial public offering. 

“IPO Price” means the initial public offering price of one share of Common Stock of OSH Inc. 

“IRS” means the U.S. Internal Revenue Service or any successor thereto, including, but not limited to its agents, representatives, and
attorneys acting in their official capacity. 
 “Law” means any federal, state, local, municipal or non-U.S. statute, law, ordinance,
regulation, rule, code, judicial or administrative order, principle of common law enacted, promulgated, issued, enforced or entered by any governmental entity. 

“Management Merger” means the merger of Merger Sub 2 with and into OSH MH LLC, with OSH MH LLC continuing on as the surviving company
following such merger, pursuant to the Management Merger Agreement. 
 “Management Merger Agreement” means the agreement and plan of merger
entered into as of August 10, 2020, by and among OSH MH LLC, OSH Inc. and Merger Sub 2, attached hereto as Exhibit C. 
 “Merger
Subs” means Merger Sub 1 and Merger Sub 2. 
 “Merger Sub 1” means OSH Merger Sub 1, LLC, a Delaware limited liability company and
a wholly-owned subsidiary of OSH Inc. 
 “Merger Sub 2” means OSH Merger Sub 2, LLC, a Delaware limited liability company. 

“Newlight Blocker” means QSP OSH Holdings LLC, a Delaware limited liability company. 

“Newlight Blocker Contributed Interests” means all of the issued and outstanding common units in Newlight Blocker owned by QSP, as set forth
on Schedule I to the Contribution and Exchange Agreement. 
 “Newlight Blocker Indemnified Taxes” means (i) any and all Taxes
of Newlight Blocker with respect to all Pre-Closing Tax Periods, (ii) Taxes imposed on Newlight Blocker as a result of being a member of an affiliated, combined, unitary or similar group prior to the
Contribution Date, including pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), and (iii) Taxes of
any Person imposed on Newlight Blocker as a transferee or successor, by contract, or pursuant to any Law, excluding, in each case, any Tax arising from income for which the Newlight Blocker would have received a tax distribution pursuant to
Section 4.1.1 of the OSH LLC Agreement had such income been allocated to the Newlight Blocker pursuant to Section 4.2 of the OSH LLC Agreement in the Fiscal Year (as defined in the OSH LLC Agreement) with respect to which the Tax is
assessed. 
 “OSH Inc.” means Oak Street Health, Inc., a Delaware corporation. 

“OSH LLC” means Oak Street Health, LLC, an Illinois limited liability company. 

“OSH LLC Agreement” means the Sixth Amended and Restated Limited Liability Company Operating Agreement of OSH LLC, dated as of
February 21, 2020, as amended or modified from time to time. 
 “OSH MH LLC” means OSH Management Holdings, LLC, an Illinois limited
liability company. 












 “OSH MH LLC Agreement” means the Limited Liability Company Operating Agreement of OSH MH
LLC, dated as of December 12, 2016, as amended or modified from time to time. 
 “Partnership Representative” means the Initial
Partnership Representative or his or her successor as determined pursuant to the Tax Matters Agreement. 
 “Partnership Tax Audit Rules”
means Code Sections 6221 through 6241, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder or successor provisions and any similar provisions of state or local tax Laws. 

“Person” or “person” means a natural person, corporation, company, joint venture, individual business trust, trust
association, partnership, limited partnership, limited liability company, association, unincorporated organization or other entity, including a governmental authority. 

“Pre-Closing Tax Period” means any tax period (or portion thereof) ending on or before the
Contribution Date, including for the avoidance of doubt, the portion of any Straddle Period ending on the Contribution Date. 
 “Push-Out Election” has the meaning set forth in Section 4.01(b)(i) of the Tax Matters Agreement. 

“QSP” means Quantum Strategic Partners Ltd., a Cayman Islands exempted company. 

“Replacement Unvested Award” means, with respect to Incentive Units (as defined in the OSH MH LLC Agreement) of OSH MH LLC that are unvested
as of the effective time of the Management Merger, (A) the number of RSUs, which may be settled for an equivalent amount of shares of Common Stock of OSH Inc., set forth on Schedule I to the Management Merger Agreement and (B) the number
of incentive stock options issued under the 2020 Plan set forth on Schedule I to the Management Merger Agreement, with an exercise price set at the IPO Price. 

“Replacement Vested Award” means, with respect to Incentive Units (as defined in the OSH MH LLC Agreement) of OSH MH LLC that are vested as
of the effective time of the Management Merger, (A) the number of shares of Common Stock of OSH Inc. set forth on Schedule I to the Management Merger Agreement and (B) the number of incentive stock options issued under the 2020 Plan set
forth on Schedule I to the Management Merger Agreement, with an exercise price set at the IPO Price. 
 “Restructuring Transactions” means,
collectively: 
  

	 	a)	 the Contribution of Blocker Interests to OSH Inc.; 



 

	 	b)	 the Company Merger; 


  


	 	c)	 the Management Merger; and 



 

	 	d)	 transactions contemplated by the Tax Matters Agreement. 



“RSUs” means restricted stock units. 

“Securities Act” means the Securities Act of 1933. 

“Sponsor” means each of QSP and GA Interholdco. 












 “Sponsor Blockers” means each of GA Blocker and Newlight Blocker. 

“Straddle Period” means any taxable period that begins on or before and ends after the Contribution Date. 

“Straddle Tax Proceeding” has the meaning set forth in Section 4.02(b)(ii) of the Tax Matters Agreement. 

“Tax” means all federal, state, provincial, territorial, municipal, local or foreign income, profits, franchise, gross receipts, gross
margin, environmental (including taxes under Section 59A of the Code), alternative or add on minimum, customs, duties, net worth, sales, use, goods and services, withholding, value added, ad valorem, employment, social security, escheat,
disability, occupation, pension, real property, personal property (tangible and intangible), stamp, transfer, conveyance, severance, production, excise and other taxes (including payments in lieu of taxes), withholdings, duties, levies, imposts,
fees and other similar charges and assessments (including any and all interest, fines, penalties and additions attributable to, or otherwise imposed on or with respect to, any such taxes, withholdings, duties, levies, imposts, fees and other similar
charges and assessments) imposed by or on behalf of any Tax authority. 
 “Tax Matters Agreement” means the tax matters agreement
substantially in the form attached hereto as Exhibit F entered into among OSH Inc., OSH LLC, Newlight Blocker, GA Blocker, and Geoffrey Price, as partnership representative of OSH LLC. 

“Tax Proceeding” means any audit, assessment of Taxes, pre-filing agreement, other examination by any
Taxing Authority, proceeding, appeal of a proceeding or litigation relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations. 

“Tax Return” means all returns, declarations, reports, estimates, information returns, elections, claims for refund, statements or other
documents filed or required to be filed in respect of any Taxes or supplied to any Tax authority or other governmental entity, including all attachments and schedules thereto and amendments thereof. 

“Taxing Authority” means any governmental authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or
private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including, for the avoidance of doubt, the IRS). 

“Treasury Regulations” means the United States Treasury Regulations promulgated under the Code, and any reference to any particular Treasury
Regulation section shall be interpreted to include any final or temporary revision of or successor to that section regardless of how numbered or classified. 












 SCHEDULE I 

OSH LLC STRUCTURE PRIOR TO CONSUMMATION OF TRANSACTIONS 

See attached. 












 



 












 SCHEDULE II 

OSH INC. STRUCTURE FOLLOWING CONSUMMATION OF TRANSACTIONS 

See attached.