FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG LIFESTANCE HEALTH GROUP, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF JUNE [ ], 2021Registration Rights Agreement • June 1st, 2021 • LifeStance Health Group, Inc. • Services-health services • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of June [ ], 2021 is made by and among:
CREDIT AGREEMENT Dated as of May 14, 2020 among LYNNWOOD MERGERSUB, INC., as the Initial Borrower, which on the Closing Date shall be merged with and into, LIFESTANCE HEALTH HOLDINGS, INC., with LifeStance Health Holdings, Inc. surviving such merger...Credit Agreement • June 1st, 2021 • LifeStance Health Group, Inc. • Services-health services • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of May 14, 2020 by and among Lynnwood MergerSub, Inc., a Delaware corporation (the “Initial Borrower”) (which on the Closing Date shall be merged with and into LifeStance Health Holdings, Inc., a Delaware corporation (the “Company”) (such merger, the “Closing Date Merger”), with the Company surviving such Closing Date Merger as the “Borrower”), Lynnwood Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), Capital One, National Association, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, as an Issuing Bank and a Swing Line Lender, HPS Investment Partners, LLC, as AAL Last Out Representative, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
FORM OF STOCKHOLDERS AGREEMENT BY AND AMONG LIFESTANCE HEALTH GROUP, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF JUNE [ ], 2021Stockholders Agreement • June 1st, 2021 • LifeStance Health Group, Inc. • Services-health services • Delaware
This STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of June [ ], 2021, is made by and among:
FORM OF LIMITED PARTNER CONTRIBUTION AND EXCHANGE AGREEMENT BY AND AMONG LIFESTANCE HEALTH GROUP, INC., LIFESTANCE TOPCO, L.P. AND THE LIMITED PARTNERS OF LIFESTANCE TOPCO, L.P. PARTY HERETO DATED AS OF JUNE [ ], 2021Limited Partner Contribution and Exchange Agreement • June 1st, 2021 • LifeStance Health Group, Inc. • Services-health services • Delaware
This LIMITED PARTNER CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of June [ ], 2021, is hereby entered into by and among LifeStance Health Group, Inc., a Delaware corporation (the “PubCo”), LifeStance TopCo, L.P., a Delaware limited partnership (“TopCo”), and the persons party hereto (each a “Limited Partner” and collectively the “Limited Partners”).
LIFESTANCE TOPCO, L.P. NOTICE OF AMENDED AWARD TERMSLifeStance Health Group, Inc. • June 1st, 2021 • Services-health services
This notice (this “Notice”) describes certain amendments that are being made to the Partnership Interest Award Agreement[s] (as amended and/or amended and restated from time to time, your “Award Agreement[s]”) between you and LifeStance TopCo, L.P. (the “Partnership”) and to any Class B Units you received under such Award Agreement[s] (collectively, your “Award[s]”) in connection with the initial public offering of shares of common stock of LifeStance Health Group, Inc. (“LifeStance”) and the related organizational transactions (together, the “IPO”). The Partnership, its subsidiaries, and LifeStance are collectively referred to in this Notice as the “Company”.
] SHARES LIFESTANCE HEALTH GROUP, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT June [ ], 2021Underwriting Agreement • June 1st, 2021 • LifeStance Health Group, Inc. • Services-health services • New York
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • June 1st, 2021 • LifeStance Health Group, Inc. • Services-health services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June [ ], 2021, by and among LFST Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), LifeStance TopCo, L.P., a Delaware limited partnership (“TopCo”), LifeStance Health Group, Inc., a Delaware corporation (“PubCo”), in accordance with Section 18-209 of the Delaware Limited Liability Company Act (the “Limited Liability Company Act”) and Section 17-211 of the Delaware Revised Uniform Limited Partnership Act (the “Limited Partnership Act”).
LIFESTANCE HEALTH GROUP, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 1st, 2021 • LifeStance Health Group, Inc. • Services-health services
This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units granted by LifeStance Health Group, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Company’s 2021 Equity Incentive Plan (as amended from time to time, the “Plan”).
FORM OF STOCK TRANSFER RESTRICTION AGREEMENTStock Transfer Restriction Agreement • June 1st, 2021 • LifeStance Health Group, Inc. • Services-health services • Delaware
This Stock Transfer Restriction Agreement (the “Agreement”) is made as of June [ ], 2021 by and among LifeStance Health Group, Inc., a Delaware corporation (the “Company”); LifeStance TopCo, L.P., a Delaware limited partnership (the “Partnership”); the Sponsor Investors (as defined herein); the Management Investors (as defined herein); and the Employee and Other Investors (as defined herein).
