OSCAR HEALTH, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 5th, 2021 • Oscar Health, Inc. • Hospital & medical service plans • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of ____________________, 2021 between Oscar Health, Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
Oscar Health, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • February 25th, 2021 • Oscar Health, Inc. • Hospital & medical service plans • New York
Oscar Health, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares of Class A Common Stock, $0.00001 par value per share of the Company (“Stock”) and, at the election of the Underwriters, up to [●] additional shares of Stock, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [●] shares of Stock. The aggregate of [●] shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [●] additional shares of Stock to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 h
OSCAR HEALTH, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of February 3, 2022 7.25% Convertible Senior Notes due 2031Indenture • February 4th, 2022 • Oscar Health, Inc. • Hospital & medical service plans • New York
INDENTURE, dated as of February 3, 2022, between Oscar Health, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2023 • Oscar Health, Inc. • Hospital & medical service plans • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 28, 2023 is entered into by and between Oscar Health, Inc., a Delaware corporation (“Holdings”) and Oscar Management Corporation (“OpCo” and, together with Holdings, the “Company”) and Mario Schlosser (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 24th, 2023 • Oscar Health, Inc. • Hospital & medical service plans • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 23rd, 2021, is entered into by and between Oscar Health, Inc., a Delaware corporation (“Holdings”) and Oscar Management Corporation (“OpCo” and, together with Holdings, the “Company”) and Ranmali Bopitiya (the “Executive”).
CERTAIN INFORMATION IN THIS DOCUMENT, MARKED BY [***] HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10)(iv). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. QUOTA...Share Reinsurance Agreement • February 5th, 2021 • Oscar Health, Inc. • Hospital & medical service plans
This Quota Share Reinsurance Agreement (the “Agreement”), effective as of the Coinsurance Effective Date, is made and entered into by and between Oscar Insurance Company, a Texas domiciled insurance company (the “Reinsured”), and National Indemnity Company, a Nebraska domiciled insurance company (the “Reinsurer”) (the Reinsured and the Reinsurer each individually, a “Party”, and collectively, the “Parties”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 22nd, 2021 • Oscar Health, Inc. • Hospital & medical service plans • New York
CREDIT AGREEMENT dated as of October 30, 2020 among MULBERRY HEALTH INC., a Delaware corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and HPS INVESTMENT PARTNERS, LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the Lenders.
CERTAIN INFORMATION IN THIS DOCUMENT, MARKED BY [***] HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10)(iv). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED....Quota Share Reinsurance Agreement • February 5th, 2021 • Oscar Health, Inc. • Hospital & medical service plans • New York
This Amendment to the Quota Share Reinsurance Agreement between Oscar Insurance Company (formerly known as Oscar Insurance Company of Texas) (the “Ceding Company”) and AXA France Vie (“AXA”), (this “Amendment”) is made as of January 1, 2019.
ContractOscar Health, Inc. • February 5th, 2021 • Hospital & medical service plans • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THEEXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD,OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISETRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVEREGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
FOUNDER AWARD CANCELLATION AGREEMENTIncentive Award Plan • May 10th, 2023 • Oscar Health, Inc. • Hospital & medical service plans • Delaware
This Agreement (this “Agreement”) is dated as of March 28, 2023, by and between Mario Schlosser (“Participant”) and Oscar Health, Inc. (the “Company”). Capitalized terms not specifically defined in this Agreement have the meanings given to them in the Oscar Health, Inc. 2021 Incentive Award Plan (the “Plan”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2021 • Oscar Health, Inc. • Hospital & medical service plans
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of July 13th, 2021 (the “Effective Date”), by and between Oscar Health, Inc. (fka Mulberry Health Inc.) and Oscar Management Corporation (fka Mulberry Management Corporation) (collectively, the “Company”) and R. Scott Blackley (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
THIRTEENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT May 3, 2022Investors’ Rights Agreement • August 12th, 2022 • Oscar Health, Inc. • Hospital & medical service plans • New York
This THIRTEENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made, entered into and effective as of May 3, 2022 (the “Effective Time”), by and among Oscar Health, Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”, and the holders of Class B Common Stock (as defined below) listed on Schedule B hereto, each of which is herein referred to as a “Common Holder” and collectively as the “Common Holders”.
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2023 • Oscar Health, Inc. • Hospital & medical service plans • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 28, 2023 is entered into by and between Oscar Health, Inc., a Delaware corporation (“Holdings”) and Oscar Management Corporation (“OpCo” and, together with Holdings, the “Company”) and Mark Bertolini (the “Executive”).
CERTAIN INFORMATION IN THIS DOCUMENT, MARKED BY [***] HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10)(iv). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. QUOTA...Quota Share Reinsurance Agreement • February 5th, 2021 • Oscar Health, Inc. • Hospital & medical service plans • New York
This QUOTA SHARE REINSURANCE AGREEMENT (this “Agreement”) is made and entered into on January 29, 2021 and effective as of the Effective Time by and between OSCAR INSURANCE COMPANY OF FLORIDA, a Florida life and health insurance company incorporated under the laws of Florida and licensed and governed by the Florida Commissioner of Insurance Regulation, (the “Ceding Company”) and AXA FRANCE VIE, a limited company registered in the Commercial Register of Nanterre under company number 310 499 959 00891, governed by the French Insurance Code (the “Reinsurer”). For purposes of this Agreement, the Ceding Company and the Reinsurer will each be deemed a “Party”, and collectively, the “Parties”.
CERTAIN INFORMATION IN THIS DOCUMENT, MARKED BY [***] HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10)(iv). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED....Axa France Vie • February 5th, 2021 • Oscar Health, Inc. • Hospital & medical service plans • New York
This Amendment No. 2 to the Quota Share Reinsurance Agreement between OSCAR Insurance Corporation (the “Ceding Company”) and AXA France Vie (“AXA”), (this “Amendment”) is made as of July 1, 2020.
CONSULTING AGREEMENTConsulting Agreement • February 24th, 2023 • Oscar Health, Inc. • Hospital & medical service plans • New York
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of December 19, 2022, is entered into by and between Oscar Health, Inc. (“Holdings”) and Oscar Management Corporation (“OpCo” and, together with Holdings, the “Company”), on the one hand, and Dennis Weaver (“Consultant”) on the other hand.
CERTAIN INFORMATION IN THIS DOCUMENT, MARKED BY [***] HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10)(iv). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED....Oscar Health, Inc. • May 14th, 2021 • Hospital & medical service plans
This Amendment No. 1 (the “Amendment”) hereby modifies the Quota Share Reinsurance Agreement, AXA reference CR 4652 entered into and effective January 1, 2021 between OSCAR INSURANCE COMPANY OF FLORIDA, a Florida life and health insurance company incorporated under the laws of Florida and licensed and governed by the Florida Commissioner of Insurance Regulation, (the “Ceding Company”) and AXA FRANCE VIE, a limited company registered in the Commercial Register of Nanterre under company number 310 499 959 00891, governed by the French Insurance Code (the “Reinsurer”), the Amendment is entered into and effective as of January 1, 2021.
INVESTMENT AGREEMENT by and amongInvestment Agreement • January 28th, 2022 • Oscar Health, Inc. • Hospital & medical service plans • New York
INDENTURE, dated as of [February 3, 2022], between Oscar Health, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
TWELFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 5th, 2021 • Oscar Health, Inc. • Hospital & medical service plans • New York
This TWELFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made by and among Oscar Health, Inc. (formerly Mulberry Health Inc.), a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”, and the holders of Class B Common Stock (as defined below) listed on Schedule B hereto, each of which is herein referred to as a “Common Holder” and collectively as the “Common Holders”.
