Oscar Health 8K Delivers Historic Growth, Issues Guidance for 2022 of More than $6B in Premiums | OSCR 28 Jan 22

Section 5.11.

Non-Recourse

Section 5.12.

Confidentiality

Section 5.13.

Several Liability of the Purchasers

Section 5.14.

Termination

Exhibit 10.1

INVESTMENT AGREEMENT

by and among

OSCAR HEALTH, INC.

and

THE PURCHASERS IDENTIFIED HEREIN

Dated as of January 27, 2022

Table of Contents


			Page
ARTICLE I DEFINITIONS				1

	Section 1.01.	Definitions		1
	Section 1.02.	General Interpretive Principles		7

ARTICLE II SALE AND PURCHASE OF THE NOTES				8

	Section 2.01.	Sale and Purchase of the Notes		8
	Section 2.02.	Closing		8

ARTICLE III REPRESENTATIONS AND WARRANTIES				10

	Section 3.01.	Representations and Warranties of the Company		10
	Section 3.02.	Representations and Warranties of Each Purchaser		20

ARTICLE IV ADDITIONAL AGREEMENTS				22

	Section 4.01.	Taking of Necessary Action		22
	Section 4.02.	Lock-Up Period		23
	Section 4.03.	Securities Laws		24
	Section 4.04.	Antitrust Approval		24
	Section 4.05.	Standstill		24
	Section 4.06.	Press Releases; Public Announcements		26
	Section 4.07.	Physical Settlement		26
	Section 4.08.	Change of Control		27
	Section 4.09.	Incurrence of Indebtedness		27
	Section 4.10	Repurchase of Notes at Option of Initial Purchasers		28
	Section 4.11.	Registration Rights		29
	Section 4.12	Amendments to the Indenture		29

ARTICLE V MISCELLANEOUS				29

	Section 5.01.	Survival of Representations and Warranties		29
	Section 5.02.	Notices		30
	Section 5.03.	Entire Agreement; Third Party Beneficiaries; Amendment		30
	Section 5.04.	Counterparts		31
	Section 5.05.	Expenses		31
	Section 5.06.	Successors and Assigns		31
	Section 5.07.	Governing Law; Jurisdiction; Waiver of Jury Trial		32
	Section 5.08.	Severability		33
	Section 5.09.	Specific Performance		33
	Section 5.10.	Headings		33



Schedule 1: Purchasers

Exhibit A: Form of Indenture

Exhibit B: Form of Joinder

Exhibit C: Form of Repurchase Notice

INVESTMENT AGREEMENT

This INVESTMENT AGREEMENT (this “Agreement”), dated as of January 27, 2022, is entered into by and among Oscar Health, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 5.06, the “Company”), and the several Purchasers listed on Schedule 1 attached hereto (together with their respective successors and assigns under Section 5.06, each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.

WHEREAS, each Purchaser desires to purchase from the Company, and the Company desires to issue and sell to such Purchaser, the aggregate principal amount listed opposite such Purchaser’s name on Schedule 1 of the Company’s 7.25% Convertible Senior Notes due 2031 (referred to herein as the “Note” or the “Notes”) in the form attached to the Indenture and to be issued in accordance with the terms and conditions of the Indenture and this Agreement;

WHEREAS, the Company intends to use the proceeds from the issuance of the Notes for general corporate purposes; and

WHEREAS, the Company and each Purchaser desire to set forth certain agreements herein.

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained and intending to be legally bound hereby, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” shall mean, with respect to any specified Person, any other Person who, at the time of determination, directly or indirectly, controls, is controlled by, or is under common control with, such Person. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, (i) the Company and its subsidiaries, on the one hand, and any Purchaser, on the other, shall not be considered Affiliates of each other and (ii) any fund or account managed, directly or indirectly, by a Purchaser or its Affiliates, shall be considered an Affiliate of such Purchaser.

“Agreement” shall have the meaning set forth in the preamble hereto.

“Applicable Law” shall mean, with respect to any Person, any transnational, domestic or foreign federal, national, state, provincial, local or municipal law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, executive order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by, or governmental approval, concession, grant, franchise, license, agreement, directive, or other governmental restriction or any similar form of decision of, or determination by, or any formally issued written interpretation or administration of any of the foregoing by, a Governmental Entity that is binding upon or applicable to such Person or any of such Person’s assets, rights or properties.

“BIS” shall have the meaning set forth in Section 3.01(r).

“blocked person” shall have the meaning set forth in Section 3.01(r).

“Board of Directors” shall mean the board of directors of the Company or a committee of such board duly authorized to act on behalf of such board.

“Business Day” shall mean any day, other than a Saturday, Sunday or a day on which banking institutions in The City of New York, New York are authorized or obligated by law or executive order to remain closed.

“Change of Control” means an event specified in clauses (A) or (B) of the definition of a “Fundamental Change” in the Indenture without giving effect to the proviso immediately after clause (D) of such definition.

“Class A Common Shares” shall mean the shares of Class A common stock, par value $0.00001 per share, of the Company.

“Class B Common Shares” shall mean the shares of Class B common stock, par value $0.00001 per share, of the Company.

“Closing” shall have the meaning set forth in Section 2.02(a).

“Closing Date” shall mean a date occurring on or after February 3, 2022, but on or prior to the End Date, as specified by the Company to the Purchasers in writing not less than three (3) Business Days prior to such date.

“Code” shall mean the United States Internal Revenue Code of 1986, as amended.

“Common Shares” shall mean the Company’s Class A Common Shares and the Class B Common Shares.

“Company” shall have the meaning set forth in the preamble hereto.

“Company Reports” shall have the meaning set forth in Section 3.01(v)(i).

“Confidentiality Agreement” shall mean the non-disclosure agreement entered into by the Company, on the one hand, and Dragoneer Investment Group, LLC, on the other hand, as of November 23, 2021.

“Controlled Group” shall have the meaning set forth in Section 3.01(y).

“Conversion Rate” shall have the meaning set forth in the Indenture.

“Credit Agreement” shall mean the Credit Agreement dated as of February 21, 2021 among the Company, as borrower, Wells Fargo Bank, National Association, as administrative agent and the lenders party thereto from time to time, including any notes, guarantees, collateral and security documents, instruments and agreements executed in connection therewith, and in each case as otherwise amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

“Depositary” shall mean The Depositary Trust Company or its successor.

“Dragoneer” shall mean each Purchaser identified under the caption “Dragoneer Investors” on Schedule I hereto and each successor thereto or Affiliate thereof that becomes a Purchaser party hereto in accordance with Section 4.02 and Section 5.06.

“End Date” shall have the meaning set forth in Section 5.14.

“Enforceability Exceptions” shall have the meaning set forth in Section 3.01(d).

“Environmental Laws” shall have the meaning set forth in Section 3.01(x).

“ERISA” shall have the meaning set forth in Section 3.01(y).

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.

“Export Controls” shall have the meaning set forth in Section 3.01(r).

“FCPA” shall have the meaning set forth in Section 3.01(o).

“Fundamental Change” shall have the meaning set forth in the Indenture.

“GAAP” shall mean Generally Accepted Accounting Principles in the United States.

“Governmental Entity” shall mean any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, and any applicable industry self-regulatory organization.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness” of any Person at any date means, without duplication, all indebtedness of such Person for borrowed money that would be reported on a balance sheet prepared in accordance with GAAP.

“Indenture” shall mean an indenture in the form attached hereto as Exhibit A, as amended, supplemented or otherwise modified from time to time with the consent of each Purchaser and the Company.

“Initial Purchaser” shall mean, as to any Note, the Purchaser to which such Note was issued and sold pursuant to the Indenture and this Agreement as of the Closing Date, including such Purchaser’s Affiliates pursuant to the last sentence of Section 5.06.

“Intellectual Property” shall have the meaning as set forth in Section 3.01(s).

“IT Systems and Data” shall have the meaning as set forth in Section 3.01(u).

“Joinder” shall mean, with respect to any Person permitted to sign such document in accordance with the terms hereof, a joinder executed and delivered by such Person, providing such Person to have all the rights and obligations of a Purchaser under this Agreement, in the form and substance substantially as attached hereto as Exhibit B or such other form as may be agreed to by the Company and each Purchaser.

“Lock-Up Period” shall be the period commencing on the date hereof and ending on the earlier of (i) the date that is twelve (12) months following the date hereof and (ii) the earlier of (a) the date that an event occurs which constitutes a Change of Control and (b) the date that the Board of Directors approves a transaction constituting a Change of Control.

“Material Adverse Effect” shall mean any event, occurrence, fact, circumstance, condition, change or development, individually or together with other events, occurrences, facts, circumstances, conditions, changes or developments, that has had, has, or would reasonably be expected to have a material adverse effect on (a) the business or operations of the Company and its subsidiaries (taken as a whole) as presently conducted, or the condition (financial or otherwise), affairs, properties, liabilities, assets or results of operations of the Company and its subsidiaries taken as a whole, or (b) the ability of the Company to consummate the transactions contemplated by this Agreement and the other Transaction Agreements and to timely perform its material obligations hereunder and thereunder.

“Material Contracts” shall have the meaning set forth in Section 3.01(g).

“Maturity Date” share have the meaning set forth in the Indenture.

“Money Laundering Laws” shall have the meaning set forth in Section 3.01(q).

“Note” or “Notes” shall have the meaning set forth in the preamble hereto.

“NYSE” shall mean the New York Stock Exchange.

“OFAC” shall have the meaning set forth in Section 3.01(r).

“PBGC” shall have the meaning set forth in Section 3.01(y).

“Permits” shall have the meaning set forth in Section 3.01(p).

“Permitted Indebtedness” shall mean:

(i) any Indebtedness that is expressly subordinated in right of payment or security to the Notes pursuant to a written agreement, in an aggregate principal amount at any time outstanding not to exceed $250.0 million; provided that any Indebtedness incurred pursuant to clauses (vi) and/or (viii) below shall reduce, on a dollar-for-dollar basis, the aggregate principal amount of Indebtedness that can be incurred pursuant to this clause (i); provided further that for so long as Dragoneer holds at least the Dragoneer Minimum Notes Amount, the Company and its subsidiaries shall not voluntarily purchase, repurchase, redeem, exchange, repay or otherwise refinance any such additional Indebtedness (and, for the avoidance of doubt, shall not enter into any agreement that would require the Company to take any action prohibited by this proviso), other than a Permitted Refinancing;

(ii) borrowings under the Revolving Loans (as defined in the Credit Agreement); provided that the aggregate principal amount of Indebtedness incurred pursuant to this clause (ii) shall not exceed $250.0 million at any time outstanding;

(iii) indebtedness of the Company owing to and held by any subsidiary of the Company or indebtedness of a subsidiary of the Company owing to and held by the Company or any subsidiary of the Company;

(iv) Indebtedness of the Company or any subsidiary of the Company incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (a) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (b) the aggregate principal amount of Indebtedness permitted by this clause, when combined with the aggregate principal amount of all Capital Lease Obligations (as defined in the Credit Agreement) incurred pursuant to clause (v) below shall not exceed $25.0 million at any time outstanding;

(v) Capital Lease Obligations (as defined in the Credit Agreement) in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to clause (iv) above, not in excess of $25.0 million at any time outstanding;

(vi) Indebtedness incurred by any Excluded Subsidiary described in clause (c) of the definition in the Credit Agreement and owing to the partners in such Joint Venture (as defined in the Credit Agreement); provided that the aggregate principal amount of such Indebtedness shall not exceed $30.0 million outstanding at any time;

(vii) Indebtedness of any Person that becomes a subsidiary of the Company after the date hereof; provided that (a) such Indebtedness exists at the time such Person becomes a subsidiary of the Company and is not created in contemplation of or in connection with such Person becoming a subsidiary of the Company, (b) immediately before and after such Person becomes a subsidiary of the Company, no Default or Event of Default (each as defined in the Indenture) shall have occurred and be continuing and (c) the aggregate principal amount of Indebtedness permitted by this Section shall not exceed $30.0 at any time outstanding; and

(viii) Indebtedness in an aggregate outstanding principal amount, which, when taken together with the principal amount of all other Indebtedness incurred pursuant to this clause and then outstanding, will not exceed $15.0 million.

“Permitted Refinancing” shall mean any extension, renewal, replacement or refinancing, in whole or part, of any Permitted Indebtedness under clause (i) of the definition thereof to the extent the principal amount of such Indebtedness, together with all other Permitted Indebtedness under clause (i) of the definition thereof, does not exceed $250 million, neither the final maturity nor the weighted average life to maturity of such Indebtedness is decreased, the interest rate on such Indebtedness is not increased by more than 150% of the interest rate on the initial Indebtedness incurred, no cash payment is made, directly or indirectly, by the Company to or for the benefit of the lenders (except for customary fees and expenses not to exceed $5.0 million), the original obligors in respect of such Indebtedness remain the only obligors thereon and such Permitted Refinancing would otherwise be Permitted Indebtedness.

“Permitted Transfers” shall have the meaning set forth in Section 4.02(a).

“Person” or “person” shall mean an individual, corporation, limited liability or unlimited liability company, association, partnership, trust, estate, joint venture, business trust or unincorporated organization, or a government or any agency or political subdivision thereof, or other entity of any kind or nature.

“Physical Settlement” shall have the meaning set forth in the Indenture.

“Plan” shall have the meaning set forth in Section 3.01(y).

“Purchase Price” shall have the meaning set forth in Section 2.01(a).

“Purchaser” shall have the meaning set forth in the preamble hereto.

“Sanctioned Country” shall have the meaning set forth in Section 3.01(r).

“Sanctions” shall have the meaning set forth in Section 3.01(r).

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.

“specially designated national” shall have the meaning set forth in Section 3.01(r).

“Standstill Period” shall mean the period beginning on the date hereof and ending on the first anniversary of the Closing Date.

“Third Party” shall mean with respect to any Purchaser, a Person other than such Purchaser or any Affiliate of such Purchaser.

“Thrive Capital” shall mean each Purchaser identified under the caption “Thrive Capital Investors” on Schedule I hereto and each successor thereto or Affiliate thereof that becomes a Purchaser party hereto in accordance with Section 4.02 and Section 5.06.

“Transaction Agreements” shall have the meaning set forth in Section 3.01(d).

“Transactions” shall have the meaning set forth in Section 3.01(d).

“Trustee” shall mean U.S. Bank National Association, or another institutional trustee selected by the Company with the consent of each Purchaser, which consent shall not be unreasonably withheld or delayed.

Section 1.02. General Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereto,” “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the exhibits, schedules and disclosure statements hereto), and references herein to Articles or Sections refer to Articles or Sections of this Agreement. References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law.

ARTICLE II

SALE AND PURCHASE OF THE NOTES

Section 2.01. Sale and Purchase of the Notes.

(a) Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase and acquire from the Company, the applicable Notes for a purchase price equal to the principal amount of the Notes listed opposite such Purchaser’s name on Schedule 1 (such price, the “Purchase Price”) at the Closing. For the avoidance of doubt, the agreement of the Company to issue Notes to each Purchaser and of such Purchaser to purchase such Notes pursuant to this Article II is an agreement solely between the Company and such Purchaser (and not an agreement among the Company and all Purchasers), and, notwithstanding anything else to the contrary herein or in any other agreement entered into in connection with this Agreement, this Agreement is not intended to and shall not confer upon any person, other than the Company and a particular Purchaser, any rights or remedies with respect to the agreement of the Company to issue Notes to such Purchaser and of such Purchaser to purchase Notes pursuant to this Article II.

Section 2.02. Closing.

(a) Subject to the satisfaction or waiver of the conditions precedent set forth in Sections 2.02(c) and (d), the closing (the “Closing”) of the purchase and sale of the Notes hereunder shall take place the Closing Date.

(b) To effect the purchase and sale of Notes, upon the terms and subject to the conditions set forth in this Agreement, at the Closing:

(i) The Company shall, and shall instruct the Trustee to, execute and deliver the Indenture. The Company shall deliver a copy of the fully executed Indenture to each Purchaser at the Closing, against payment in full by or on behalf of each Purchaser of the applicable Purchase Price for the Notes.

(ii) The Company shall issue and deliver to each Purchaser the applicable Notes through the facilities of The Depository Trust Company, or at the option of a Purchaser, registered in the name of such Purchaser, against payment in full by or on behalf of such Purchaser of the applicable Purchase Price for the Notes, or otherwise in accordance with Section 2.01(a).

(iii) Each Purchaser shall cause a wire transfer to be made in same day funds to an account of the Company designated in writing by the Company to each Purchaser in an amount equal to the applicable Purchase Price for the Notes.

(c) The obligations of each Purchaser to purchase the Notes to be purchased by it hereunder are subject to the satisfaction or waiver by such Purchaser of the following conditions as of the Closing:

(i) the purchase and sale of the Notes pursuant to Section 2.02(b) shall not be prohibited or enjoined by any court of competent jurisdiction;

(ii) the Company and the Trustee shall have executed the Indenture on the Closing Date and delivered the Indenture to the Purchasers, and the Company shall have executed and delivered the applicable Notes to the Trustee;

(iii) the representations and warranties of the Company set forth in Section 3.01 shall be true and correct in all material respects on and as of the Closing Date;

(iv) the Company shall have delivered to the Trustee, as custodian, the global Notes registered in the name of The Depository Trust Company and such global Notes shall be eligible for book-entry settlement with The Depository Trust Company;

(v) the Company shall have procured a restricted CUSIP number and an unrestricted CUSIP number for the Notes;

(vi) the Company shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by them on or prior to the Closing Date;

(vii) such Purchaser shall have received a certificate, dated the Closing Date, duly executed by an executive officer of the Company on behalf of the Company, certifying that the conditions specified in Sections 2.02(c)(iii) and (vi) have been satisfied;

(viii) the Company shall have submitted a notice for the listing of the maximum number of Class A Common Shares (including make-whole shares) initially issuable upon conversion of the Notes to NYSE, and NYSE shall not have raised any unresolved objections;

(ix) the Company shall deliver or cause to be delivered an opinion from Latham & Watkins LLP, in its capacity as counsel to the Company, in form and substance reasonably satisfactory to the Purchasers;

(x) the Company shall deliver a fully executed copy of any investment or other purchase agreement pertaining to the Notes signed by any other purchaser of Notes (other than the Purchasers listed on Schedule 1 hereto), which shall be no more favorable with respect to any such purchaser than this Agreement with respect to the Purchasers; and

(xi) between the date of this Agreement and the Closing Date, no event will have occurred that would give rise to an adjustment to the Conversion Rate had the Notes been outstanding at the time of such event.

(d) The obligations of the Company to sell the applicable Notes to any Purchaser are subject to the satisfaction or waiver of the following conditions as of the Closing:

(i) the purchase and sale of the Notes pursuant to Section 2.02(b) shall not be prohibited or enjoined by any court of competent jurisdiction;

(ii) the representations and warranties of such Purchaser set forth in Section 3.02 shall be true and correct in all material respects on and as of the Closing Date;

(iii) such Purchaser shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date;

(iv) such Purchaser has delivered the tax forms or other documentation as required by Section 11.16 (Withholding Taxes) of the Indenture;

(v) the Company shall have received a certificate, dated the Closing Date, duly executed by the general partner of such Purchaser on behalf of such Purchaser, certifying that the conditions specified in Section 2.02(d)(ii) and (iii) have been satisfied; and

(vi) the Company shall have entered into an amendment to the Credit Agreement that includes terms and conditions intended to enable the consummation of the transactions contemplated hereby, and the Company shall have delivered such amendment to the Purchasers.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties of the Company.

The Company represents and warrants to each Purchaser, as of the date hereof and as of the Closing Date:

(a) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property (other than with respect to Intellectual Property, which is addressed exclusively in Section 3.01(s)) owned by each of them that is material to the business of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances and defects, except such as are described in the Company Reports or such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and each of its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

(b) Each of the Company and each of its subsidiaries has been (i) duly organized and is validly existing and in good standing (to the extent such concept is applicable) under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the Company Reports, and (ii) duly qualified as a foreign corporation for the transaction of

business and is in good standing (to the extent such concept is applicable) under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to be so qualified or in good standing in any such jurisdiction would not, individually or in the aggregate, have a Material Adverse Effect.

(c) The authorized share capital of the Company consists of 825,000,000 Class A Common Shares, 82,500,000 Class B Common Shares and 82,500,000 shares of preferred stock. As of the date hereof, there were 175,254,097 Class A Common Shares issued and outstanding, 35,115,807 Class B Common Shares of the Company issued and outstanding and no shares of preferred stock issued and outstanding. All outstanding Class A Common Shares are duly authorized, validly issued, fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right. Except as provided in this Agreement, the Notes and the Indenture and except as set forth in or contemplated by this Section 3.01(c) and as described in the Company Reports (including any restricted stock units or stock options granted pursuant to equity incentive plans described in the Company Reports), there are no existing options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements or commitments obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any capital stock of the Company or any securities convertible into or exchangeable for such capital stock and there are no current outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of its Common Shares.

(d) The execution, delivery and performance of this Agreement, the Indenture and the Notes (the “Transaction Agreements”) and the consummation of the transactions contemplated herein and therein (collectively, the “Transactions”), have been duly and validly authorized by the Board of Directors and all other necessary corporate action on the part of the Company. Assuming this Agreement constitutes the valid and binding obligation of each Purchaser, this Agreement is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the limitation of such enforcement by (A) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Enforceability Exceptions”). On the Closing Date, the Indenture will be duly executed and delivered by the Company and, assuming the Indenture will be a valid and binding obligation of the Trustee, the Indenture will be a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

(e) The Notes have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor, the Notes will be valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to the limitation of such enforcement by the Enforceability Exceptions. The Company has reserved for issuance the maximum number of shares (including make-whole shares) of Class A Common Shares initially issuable upon conversion of the Notes if such

conversion were to occur immediately following Closing (assuming full physical share settlement). The Class A Common Shares to be issued upon conversion of the Notes in accordance with the terms of the Notes (assuming full physical share settlement) have been duly authorized, and when issued upon conversion of the Notes (including when entered on the shareholder register of the Company), all such Class A Common Shares will be validly issued, fully paid and nonassessable and free of pre-emptive or similar rights.

(f) The execution, delivery and performance of the Transaction Agreements, the issuance of the Class A Common Shares upon conversion of the Notes in accordance with their terms and the consummation by the Company of the Transactions, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except, in the case of this clause (i) for such defaults, breaches, or violations that would not, individually or in the aggregate, have a Material Adverse Effect, (ii) the articles of association or by-laws (or other applicable organizational document) of the Company or any of its subsidiaries, or (iii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions, except for (A) requirements or regulations in connection with the issuance of Class A Common Shares upon the conversion of the Notes, including the filing of a listing notice with NYSE, filings under state securities or “blue sky” laws or filings and notices to satisfy state insurance regulatory requirements, (B) any required filings pursuant to the Exchange Act or the rules of the SEC, NYSE or state regulators or (C) as have been obtained prior to the date of this Agreement.

(g) Neither the Company nor any of its subsidiaries is (i) in violation of its articles of association or by-laws (or other applicable organizational document), (ii) in violation of any statute or order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) in default in the performance or observance of any contracts, agreements or instruments (including all amendments thereto) to which the Company or any of its subsidiaries is a party, or by which it or any of its properties may be bound, and which is material to the business of the Company and its subsidiaries, taken as a whole (the “Material Contracts”), except, in the case of clause (ii) above, for such defaults by a subsidiary of the Company that would not, individually or in the aggregate, have a Material Adverse Effect.

(h) As of the date hereof and other than as described in the Company Reports, neither the Company nor any of its subsidiaries is a party to any, and there are no pending, or to the knowledge of the Company, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental investigations of any nature against the Company or any of its subsidiaries (i) that would, individually or in the aggregate, constitute a Material Adverse Effect or (ii) that challenge the validity of or seek to prevent the Transactions. As of the date hereof, neither the Company nor any of its subsidiaries is subject to any order, judgment or decree of a Governmental Entity that would, individually or in the aggregate, reasonably be expected to constitute a Material Adverse Effect.

(i) To the Company’s knowledge, no event, fact or circumstance has occurred that will have or is reasonably expected to have a material adverse effect on the renewal or extension of any Material Contract that would result in a Material Adverse Effect to the Company. Each Material Contract is in full force and effect and, to the knowledge of the Company, enforceable against the counterparties of the Company or the subsidiaries party thereto.

(j) The Company is not, and after giving effect to the offering and sale of the Notes and the application of the proceeds thereof, will not be required to register as an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended.

(k) PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company and its subsidiaries, is an independent public accounting firm as required by the Securities Act and the rules and regulations of the SEC thereunder.

(l) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that is sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting.

(m) Since September 30, 2021, there has been no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(n) The Company maintains a system of disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s chief executive officer and chief financial officer by others within those entities; and such disclosure controls and procedures are effective.

(o) None of the Company or any of its subsidiaries nor any director or officer thereof nor, to the knowledge of the Company, any agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) taken any action in furtherance of an offer, payment, promise to pay or authorization or approval of the

payment or receipt of any unlawful contribution, gift, entertainment or other unlawful expense; or any direct or indirect unlawful payment; (ii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977 (“FCPA”), the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law, or made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iii) will use, directly or indirectly, the proceeds from the issuance of the Notes in furtherance of an offer, promise or authorization of any unlawful contribution, gift, entertainment or other unlawful expense in violation of any applicable anti-corruption laws. The Company and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain policies and procedures reasonably designed to promote and achieve compliance with such laws.

(p) The Company and each of its subsidiaries possess all licenses, permits, certificates and other authorizations from, and have made all declarations and filings with, all governmental and regulatory authorities, required or necessary to own or lease, as the case may be, and to operate their respective properties and to carry on their respective businesses as now or proposed to be conducted (“Permits”), except where the failure to obtain such Permits would not, individually or in the aggregate, have a Material Adverse Effect; neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.

(q) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all material respects with the requirements of applicable anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the anti-money laundering laws of the various jurisdictions in which the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules or regulations issued, administered or enforced by any governmental agency having jurisdiction over the Company or any of its subsidiaries (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(r) None of the Company or any of its subsidiaries or any director or officer thereof, nor, to the knowledge of the Company, any agent, employee or affiliate of the Company or any of its subsidiaries is owned or controlled by one or more individual or entities that is, currently (1) the subject or the target of any sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the Bureau of Industry and Security (“BIS”), or the U.S. Department of State (including, without limitation, the designation as a “specially designated national” or “blocked person”), the European Union, Her Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”), or (2) otherwise named on any restricted parties list administered by such authorities, including the Denied Persons List or Entity List, or (3) organized or resident in, a country or territory subject to a general export, import, financial or investment embargo under any Sanctions (currently, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine) (a “Sanctioned Country”), and the Company will not, and will not permit subsidiaries to, directly or indirectly use all or part of the proceeds of the offering of the Notes

hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (x) to fund or facilitate any activities of or business with any one or more individual or entities, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (y) in any other manner that will result in a violation by any one or more individual or entities (including any one or more individual or entities participating in the transaction, whether as advisor, investor or otherwise) of Sanctions or applicable export control laws and regulations administered by BIS, including the Export Administration Regulations (collectively, “Export Controls”). For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any one or more individual or entities, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions in a manner that would violate Sanctions or Export Controls.

(s) The Company and its subsidiaries own or possess sufficient rights to use all relevant licenses, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and other intellectual property (collectively, “Intellectual Property”) used in, held for use in or necessary for the conduct of the business now operated by them, except where the failure to own or possess any of the foregoing would not have a Material Adverse Effect. To the Company’s knowledge as of the date hereof and except as would not have a Material Adverse Effect, the conduct of the respective businesses of the Company and its subsidiaries does not infringe the Intellectual Property of others, and to the Company’s knowledge as of the date hereof, no third party is infringing any Intellectual Property owned by the Company or any of its subsidiaries. Except as would not, individually or in the aggregate, have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any party challenging the validity, scope, enforceability or ownership of any Intellectual Property owned by the Company or its subsidiaries, and all Intellectual Property owned by the Company or its subsidiaries is owned solely by the Company or its subsidiaries, is valid and enforceable, and is owned free and clear of all liens, encumbrances, defects or other restrictions, except for such liens, encumbrances, defects or other restrictions that would not, individually or in the aggregate, have a Material Adverse Effect.

(t) The Company and its subsidiaries have complied in all material respects with their respective privacy policies and other legal obligations regarding the collection, use, transfer, storage, protection, disposal and disclosure by the Company and its subsidiaries of personal and user information gathered or accessed in the course of their respective operations, and, to the knowledge of the Company, there has been no unauthorized access to or other misuse of such information that would, individually or in the aggregate, have a Material Adverse Effect.

(u) (i) There has been no security breach or attack or other compromise of or relating to any of the Company’s and its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (“IT Systems and Data”), except where such security breach, attack

or other compromise would not, individually or in the aggregate, have a Material Adverse Effect, (ii) the Company and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach, attack or compromise to their IT Systems and Data and (iii) the Company and its subsidiaries have complied, and are presently in compliance, with, all applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority and all internal policies and contractual obligations relating to the privacy and security of IT Systems and Data, except where such noncompliance with such laws, statutes, judgment, order, rule or regulations or internal policies or contractual obligations would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards designed to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data used in connection with their businesses.

(v) Reports; Financial Statements.

(i) The Company has filed or furnished, as applicable, all forms, reports, schedules and other statements required to be filed or furnished by it with the SEC under the Exchange Act since January 1, 2021 (collectively, the “Company Reports”).

(ii) As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, and, except to the extent that information contained in any Company Report has been revised or superseded by a later filed Company Report filed and made publicly available prior to the date of this Agreement, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

(iii) Each of the consolidated statements of financial position, and the related consolidated statements of income, changes in equity and cash flows, included in the Company’s registration statement on Form S-1 (File No. 333-252809) and in the Company Reports filed with the SEC under the Securities Act or Exchange Act, as applicable, (A) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates shown and the results of the consolidated operations, changes in equity and cash flows of the Company and its subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of any unaudited financial statements, to normal recurring year-end audit adjustments, and (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and in the case of unaudited financial statements except for the absence of footnote disclosure.

(w) Except as would not, individually or in the aggregate, have a Material Adverse Effect, no material labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is threatened.

(x) The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, have a Material Adverse Effect. There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate, have a Material Adverse Effect.

(y) Except as would not, individually or in the aggregate, have a Material Adverse Effect, (A) each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, (B) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan that would result in material liability to the Company, excluding transactions effected pursuant to a statutory or administrative exemption, (C) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is, to the knowledge of the Company, reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period), (D) the fair market value of the assets of each Plan subject to Title IV of ERISA exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), (E) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or, to the knowledge of the Company, is reasonably expected to occur with respect to any Plan subject to Title IV of ERISA, (F) neither the Company nor any member of its Controlled Group (within the meaning of section 4001(a)(14) of ERISA) has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation or any successor thereto (the “PBGC”), in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan,” within the meaning of Section 4001(a)(3) of

ERISA) and (G) to the knowledge of the Company, there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that could reasonably be expected to result in material liability to the Company or its subsidiaries.

(z) No Securities Act Registration.

(i) Neither the Company nor any other Person or entity authorized by the Company to act on its behalf has engaged in any general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D of the Securities Act) of investors with respect to offers or sales of the Notes. The Company has not, directly or indirectly, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which, to its knowledge, is or will be integrated with the Notes sold pursuant to this Agreement.

(ii) Assuming accuracy of each Purchaser’s representations and warranties under Section 3.02(d), it is not necessary in connection with the issuance and sale to such Purchaser to register the Notes or the Class A Common Shares issuable upon conversion of the Notes under the Securities Act or to qualify or register the Notes or the Class A Common Shares issuable upon conversion of the Notes under applicable U.S. state securities laws.

(aa) Since the date of the latest audited financial statements included in the Company’s registration statement on Form S-1 (File No. 333-252809), (i) the Company and its subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business, and (ii) no events, changes or developments have occurred that, individually or in the aggregate, have had or would have a Material Adverse Effect.

(bb) The Company has not retained, utilized or been represented by, or otherwise become obligated to, any broker, placement agent, financial advisor or finder in connection with the transactions contemplated by this Agreement whose fees any Purchaser would be required to pay.

(cc) The Company represents that the Notes will not be of the same class (within the meaning of Rule 144A under the Securities Act) as securities which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

(dd) Each of the Company and its subsidiaries has timely filed all required tax returns, reports and filings that have been due and for which no extensions have been granted, or have been granted extensions thereof. Such returns, reports or filings are not the subject of any disputes with revenue or other authorities other than disputes which (i) are being contested in good faith and for which adequate reserves have been established in accordance with GAAP, or (ii) if determined adversely to the Company or any of its subsidiaries would not have a Material Adverse Effect. Except as would not have a Material Adverse Effect, (i)

each of the Company and its subsidiaries has timely paid all taxes (including any assessments, interests, fines or penalties) required to be paid by it, (ii) no tax deficiency has been asserted against the Company or any of its subsidiaries or any of their respective properties or assets, and (iii) none of the Company or any of its subsidiaries has any knowledge of any tax deficiency which might be assessed against it.

(ee) No Additional Representations.

(i) Except for the representations and warranties contained in this Section 3.01 and any schedules or certificates delivered in connection herewith, the Company makes no other representation or warranty, express or implied, written or oral, and hereby, to the maximum extent permitted by applicable Law, disclaims any such representation or warranty, whether by the Company or any other Person, with respect to the Company or with respect to (A) any matters relating to the Company and its subsidiaries, their respective businesses, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to the Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its subsidiaries or (C) the future business and operations of the Company and its subsidiaries.

(ii) The Company acknowledges that each Purchaser makes no representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.02 and in any certificate delivered by such Purchaser pursuant to this Agreement, and the Company has not relied on or been induced by such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.02 and in any certificate delivered by such Purchaser pursuant to this Agreement.

(iii) The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.02 and in any certificate delivered by a Purchaser pursuant to this Agreement, (A) no person has been authorized by such Purchaser to make any representation or warranty relating to such Purchaser or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such Purchaser, and (B) any materials or information provided or addressed to the Company or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of such Purchaser unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.02 of this Agreement and in any certificate delivered by such Purchaser pursuant to this Agreement.

Section 3.02. Representations and Warranties of Each Purchaser. Each Purchaser, severally and not jointly, represents and warrants (solely in respect of such Purchaser itself and not the other Purchaser) to the Company, as of the date hereof and as of the Closing Date, as follows:

(a) Such Purchaser has been duly organized and is validly existing and in good standing (to the extent such concept is applicable) under the laws of its jurisdiction of organization and is duly qualified or licensed to conduct business in each jurisdiction or place where the nature of its properties or the conduct of its business requires such qualification or licensing, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be likely to prevent, materially delay or materially impair the consummation of the Transactions.

(b) Authorization; No Conflicts.

(i) Such Purchaser has full partnership or entity power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by such Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary partnership action on behalf of such Purchaser. No other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement and consummation of the Transactions. This Agreement has been duly and validly executed and delivered by such Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions.

(ii) The execution, delivery and performance of this Agreement by such Purchaser, the consummation by such Purchaser of the Transactions to which it is a party and the compliance by such Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (A) any provision of such Purchaser’s organizational documents, (B) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon such Purchaser or (C) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to such Purchaser or any of its Affiliates, other than in the cases of clauses (B) and (C) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by such Purchaser.

(c) No consent, approval, order or authorization of, or registration, declaration or filing with, or exemption or review by, any Governmental Entity is required on the part of such Purchaser in connection with the execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the Transactions to which it is a party, except for requirements or regulations in connection with the issuance of Class A

Common Shares upon the conversion of the Notes and any consent, approval, order, authorization, registration, declaration, filing, exemption or review the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to adversely affect or delay the consummation of the Transactions to which it is a party by such Purchaser.

(d) Such Purchaser is a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501 of Regulation D under the Securities Act) and is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Act. Such Purchaser is acquiring its applicable Notes (and any Class A Common Shares issuable upon conversion of the Notes) for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any Class A Common Shares issuable upon conversion of the Notes) in violation of the Securities Act. Such Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Notes (and any Class A Common Shares issuable upon conversion of the Notes) and is capable of bearing the economic risks of such investment. Such Purchaser understands that its investment in the Notes involves a high degree of risk. Such Purchaser has been provided a reasonable opportunity to undertake and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Notes. Such Purchaser has no present agreement, undertaking, arrangement, obligation or commitment providing for the disposition of the Notes. Such Purchaser is an “institutional account” as defined by FINRA Rule 4512(c), and such Purchaser is aware that the sale of the Notes meets the exemptions from filing under FINRA Rule 5123(b)(1)(A), (C) or (J) and the institutional customer exemption under FINRA Rule 2111(b). Such Purchaser has, or by the Closing Date will have, an amount of cash sufficient to enable it to consummate the transactions contemplated hereunder on the terms and conditions set forth in this Agreement.

(e) Such Purchaser hereby acknowledges and agrees that (a) LionTree Advisors LLC and Centerview Partners LLC are acting solely as the Company’s financial advisor and placement agent, respectively, in connection with the Transaction, and each of LionTree Advisors LLC and Centerview Partners LLC is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such Purchaser, the Company or any other person or entity in connection with the Transactions, (b) each of LionTree Advisors LLC and Centerview Partners LLC (and their respective members, directors, officers, employees and controlling persons) has not made and will not make any representation or warranty, whether express or implied, of any kind or character and has not provided any advice or recommendation in connection with the Transactions, (c) each of LionTree Advisors LLC and Centerview Partners LLC will have no responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the Transactions or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with

respect to any person) or any thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company or the Transactions, and (d) each of LionTree Advisors LLC and Centerview Partners LLC shall have no liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such Purchaser, or to any person claiming through such Purchaser, in respect of the Transactions.

(f) Such Purchaser has not retained, utilized or been represented by, or otherwise become obligated to, any broker, placement agent, financial advisor or finder in connection with the transactions contemplated by this Agreement whose fees the Company would be required to pay.

(g) (i) Such Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement, and the Purchaser has not relied on or been induced by any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 and in any certificate delivered by the Company pursuant to this Agreement.

(ii) Such Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its subsidiaries and acknowledges such Purchaser has been provided with sufficient access for such purposes.

(iii) Notwithstanding the foregoing, nothing in this Section 3.02(g) shall be deemed to limit such Purchaser’s or its Affiliates’ rights or remedies with respect to fraud.

ARTICLE IV

ADDITIONAL AGREEMENTS

Section 4.01. Taking of Necessary Action. Each of the parties hereto agrees to use its reasonable efforts promptly to take or cause to be taken all action, and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the sale and purchase of the Notes hereunder, subject to the terms and conditions hereof and compliance with applicable law. In case at any time before or after the Closing any further action is necessary or desirable to carry out the purposes of the sale and purchase of the Notes, the proper officers, managers and directors of each party to this Agreement shall take all such necessary action as may be reasonably requested by, and the sole expense of, the requesting party.

Section 4.02. Lock-Up Period.

(a) During the Lock-Up Period, each Purchaser shall not (x) (1) sell, offer, transfer, assign, mortgage, hypothecate, gift, pledge or dispose of, enter into or agree to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment mortgage, hypothecation, gift, encumbrance or similar disposition of (any of the foregoing, a “transfer”), any of the Notes and/or Class A Common Shares issuable or issued upon conversion of any of the Notes or enter into a transaction which would have the same effect, or (2) enter into or engage in any hedge, swap, short sale, derivative transaction or other agreement or arrangement that transfers to any Third Party, directly or indirectly, in whole or in part, any ownership of, or interests in, the Notes or any Class A Common Shares issuable or issued upon conversion of any of the Notes, whether any such aforementioned transaction is to be settled by delivery of Class A Common Shares or other securities, in cash or otherwise directly or indirectly hedge their investment in the Notes (including, for the avoidance of doubt, by means of short sales of Class A Common Shares or through derivative (including any cash-settled derivative) or other hedging transactions), other than in the case of clause (1), Permitted Transfers. “Permitted Transfers” shall mean any (i) transfer to a Purchaser’s Affiliate that executes and delivers to the Company a Joinder becoming a Purchaser party to this Agreement and the applicable Confidentiality Agreement, (ii) transfer to the Company or any of its subsidiaries, (iii) transfer to a Third Party for cash solely to the extent that all of the net proceeds of such sale are solely used to satisfy a bona fide margin call (i.e., posted as collateral) pursuant to a Permitted Loan, or repay a Permitted Loan to the extent necessary to satisfy a bona fide margin call on such Permitted Loan or avoid a bona fide margin call on such Permitted Loan, or (iv) transfer with the prior written consent of the Company. Notwithstanding the foregoing, each Purchaser (or a controlled Affiliate of such Purchaser) shall be permitted to mortgage, hypothecate, and/or pledge the Notes and/or Class A Common Shares issuable or issued upon conversion of the Notes in respect of one or more bona fide purpose (margin) or bona fide non-purpose loans, with or without recourse (and, for the avoidance of doubt, which is not economically a sale transaction) (each, a “Permitted Loan”). Any Permitted Loan entered into by a Purchaser or its controlled Affiliates shall be with one or more financial institutions and nothing contained in this Agreement shall prohibit or otherwise restrict the ability of any lender (or its securities’ affiliate) or collateral agent to foreclose upon and sell, dispose of or otherwise transfer the Notes and/or Class A Common Shares (including Class A Common Shares received upon conversion of the Notes following foreclosure on a Permitted Loan) mortgaged, hypothecated and/or pledged to secure the obligations of the borrower following an event of default under a Permitted Loan. Notwithstanding the foregoing or anything to the contrary herein, in the event that any lender or other creditor under a Permitted Loan transaction (including any agent or trustee on their behalf) or any affiliate of the foregoing exercises any rights or remedies in respect of the Notes or the Class A Common Shares issuable or issued upon conversion of the Notes or any other collateral for any Permitted Loan, no lender, creditor, agent or trustee on their behalf or affiliate of any of the foregoing or any purchaser of Notes or Class A Common Shares from any of the foregoing (other than, for the avoidance of doubt, a Purchaser or any of its Affiliates) shall be entitled to any rights or have any obligations or be subject to any transfer restrictions or limitations hereunder.

Section 4.03. Securities Laws. Each Purchaser acknowledges and agrees that, as of the Closing Date, the Notes (and the Class A Common Shares that are issuable upon conversion of the Notes) have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws, or as to which an exemption from the registration requirements of the Securities Act and, where applicable, such laws, is available. Each Purchaser acknowledges that such Purchaser has no right to require the Company or any of its subsidiaries to register the Notes or the Class A Common Shares that are issuable upon conversion of the Notes.

Section 4.04. Antitrust Approval. The Company and the Purchasers acknowledge that one or more filings under the HSR Act or foreign antitrust laws may be necessary in connection with the issuance of Class A Common Shares upon conversion of the Notes. Each Purchaser will promptly notify the Company if any such filing is required on the part of such Purchaser. To the extent reasonably requested, the Company, each Purchaser and any other applicable Affiliate of such Purchaser will use reasonable efforts to cooperate in timely making or causing to be made all applications and filings under the HSR Act or any foreign antitrust requirements in connection with the issuance of Class A Common Shares upon conversion of Notes held by such Purchaser or any Affiliate of such Purchaser in a timely manner and as required by the law of the applicable jurisdiction; provided that, notwithstanding anything in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of a Purchaser or any of its Affiliates to comply with any applicable law. For as long as there are Notes outstanding and owned by a Purchaser or its Affiliates, the Company shall, subject to the Purchasers entering into a non-disclosure agreement with the Company (in form and substance reasonably satisfactory to the Company and the Purchasers) and as promptly as reasonably practicable, provide (no more than two (2) times per calendar year) such information regarding the Company and its subsidiaries as such Purchasers may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the Notes. Each Purchaser shall be responsible for the payment of the filing fees and any other costs and expenses associated with any such applications or filings.

Section 4.05. Standstill. (a) Each Purchaser (except for Thrive Capital) agrees that during the Standstill Period, without the prior written approval of the Board of Directors, such Purchaser will not, directly or indirectly, and will cause its Affiliates not to:

(i) acquire, or offer or propose to acquire, or agree or seek to acquire, directly or indirectly, by purchase or otherwise, greater than 10% of the voting equity securities or direct or indirect rights or options to acquire greater than 10% of the voting equity securities of the Company, or substantially all of the assets of the Company;

(ii) enter into, or agree, or offer, propose or seek to enter into, or otherwise be involved in or part of, directly or indirectly, any acquisition transaction or other business combination relating to all or part of the Company or any acquisition transaction for all or substantially all of the assets of the Company or any of its businesses;

(iii) make or in any way participate in directly or indirectly, any “solicitation” or “proxy” (as such terms are used in the rules of the SEC) to vote, or seek to advise or influence any Person with respect to the voting of, any voting securities of the Company;

(iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company;

(v) seek or propose, alone or in concert with others, to influence or control the Company’s management or policies;

(vi) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other Person (other than a representative of such Purchaser) with respect to any of the foregoing activities or propose any such activities to any other Person;

(vii) advise, assist, encourage, act as a financing source for any other Person in connection with any of the foregoing activities; or

(viii) publicly disclose any intention, plan or arrangement inconsistent with any of the foregoing restrictions.

(b) Each Purchaser (except for Thrive Capital) also agrees that, during the Standstill Period, it will not: (i) publicly request the Company or its advisors, directly or indirectly, to (1) amend or waive any provision of this Section 4.05 or (2) otherwise consent to any action inconsistent with any provision of this Section 4.05; or (ii) take any initiative with respect to the Company or any of its Affiliates which could require the Company to make a public announcement regarding (w) such initiative, (x) any of the activities referred to in Section 4.05(a), (y) the possibility of the Transactions or any similar transactions or (z) the possibility of such Purchaser or any other Person acquiring control of the Company, whether by means of a business combination or otherwise.

(c) The provisions of this Section 4.05 (the “Standstill”) shall be inoperative and of no force or effect with respect to any Purchaser if (i) any other Person or “group” (as defined in Section 13(d)(3) of the Exchange Act) shall have entered into a definitive agreement with the Company for a transaction that, after consummation thereof, the stockholders of the Company cease to own 50% or more of the total voting power (without giving effect to any overlapping shareholdings), or 50% or more of the consolidated total assets, of the Company or any successor entity or parent entity or resulting entity, (ii) a tender or exchange offer is made by any other Person or group to acquire 50% or more of the outstanding voting securities of the Company and the Board of Directors fails to recommend to the Company’s stockholders rejection of such tender or exchange offer within 10 Business Days of commencement thereof or withdraws such recommendation of rejection or recommends acceptance of such tender or exchange offer, (iii) the Company issues to any Person or group, or any Person or group acquires or comes to own, in each case, securities representing 50% or more of the total voting power of the Company, (iv) any Person or group commences a proxy solicitation in which the Person or “group” would, if successful or if settled, elect or acquire the ability to elect 50% or more of the Board of Directors, (v) the

Company publicly announces that it has commenced a formal process to explore strategic alternatives, (vi) the Board of Directors (or any duly constituted committee thereof composed entirely of independent directors) shall have determined in good faith, after consultation with outside legal counsel, that the failure to waive, limit, amend or otherwise modify the Standstill, would be reasonably likely to be inconsistent with the fiduciary duties of the Company’s directors under applicable law, or (vii) the Company enters into a voluntary or involuntary bankruptcy or insolvency process (any such event, a “Fall-Away Event”).

(d) Notwithstanding anything to the contrary in this Agreement, from and after the occurrence of a Fall-Away Event or any expiration of this Section 4.05, no other provisions of this Agreement will be interpreted to prevent or restrict any Purchaser from proposing, pursuing or executing a business combination transaction, or from taking any of the actions described in this paragraph, or from taking any actions in furtherance thereof, with respect to the Company. Nothing in this paragraph shall prohibit any Purchaser from (x) communicating with the Company for a non-public proposal regarding a transaction or an amendment or waiver of this paragraph in such a manner as would not reasonably be expected to require public disclosure thereof under applicable law, or (y) disposing of any securities of any company covered by this Agreement which it currently holds or may hereafter acquire.

Section 4.06. Press Releases; Public Announcements. Except for any initial joint public announcement, which is subject to the prior reasonable consent of the Purchasers and the Company, none of the parties shall issue any press release or make any public announcement relating to this Agreement or the Transactions contemplated hereby as it relates to the Notes without the prior written approval of each of the Company and the Purchasers (which shall not be unreasonably delayed or withheld); provided, that the Company may file the Transaction Agreements with the SEC and each party may issue any such press release or make such public announcement it believes in good faith it is required to make under Applicable Law or the terms of any financing agreement or arrangement, in which case the disclosing party shall use its commercially reasonable efforts to advise and consult in good faith with the Company and the Purchasers regarding any such press release or other announcement prior to making any such disclosure. Notwithstanding the foregoing, any Affiliate of any Purchaser, may (a) disclose the subject matter of this Agreement, and on a confidential basis, financial terms, financial return and other financial performance or information in connection with fundraising, marketing or informational or reporting activities to current and potential investors in funds managed or advised by, or which in the future may be managed or advised by, such Persons, and (b) to the extent such Persons are contacted by the press, confirm or correct their invested capital and internal rate of return on invested capital with respect to their investment in the Company and the transactions contemplated hereby.

Section 4.07. Physical Settlement. Notwithstanding anything to the contrary in Section 5.03 of the Indenture, upon the conversion of any Note beneficially owned by an Initial Purchaser, the Company shall deliver a notice of the Settlement Method for such conversion to such Initial Purchaser and covenants and agrees that such Initial Purchaser will have the right to elect to settle such conversion by Physical Settlement; provided that such Initial Purchaser must send written notice of such election to the Company within one (1) Business Day of receiving notice of the Settlement Method with respect to such

conversion (to the extent the Company has not already elected Physical Settlement with respect to such conversion). For the avoidance of doubt, if the Company delivers a notice of the Settlement Method pursuant to Sections 5.03(A)(i)(1) or 5.03(A)(i)(3) of the Indenture, or if the Company has irrevocably fixed the Settlement Method pursuant to Section 5.02(A)(ii) of the Indenture, it shall be required to deliver an additional notice to any Initial Purchaser that elects to convert any Note beneficially held by it after such notice is delivered.

Section 4.08. Change of Control. If a Change of Control occurs, notwithstanding anything to the contrary in the Indenture, the Company shall deliver to each Initial Purchaser a Fundamental Change Repurchase Notice entitling such Initial Purchaser to exercise its Fundamental Change Repurchase Right as if a Fundamental Change had occurred under the Indenture. The Fundamental Change Repurchase Price for any Note beneficially owned by an Initial Purchaser to be repurchased upon a Change of Control shall be an amount in cash equal to 150% of the principal amount of such Note, plus accrued and unpaid interest on such Note to, but excluding, the applicable Fundamental Change Repurchase Date (to the extent such accrued and unpaid interest is not included in such principal amount). For the avoidance of doubt, with respect to any Initial Purchaser, all other provisions related to a Fundamental Change, including Section 4.02 of the Indenture, shall continue to apply as if a Fundamental Change had occurred.

Section 4.09. Incurrence of Indebtedness.

(a) While either (i) Dragoneer holds at least $75.0 million in aggregate principal amount of the Notes (the “Dragoneer Minimum Notes Amount”) or (ii) the Initial Purchasers collectively hold at least $152.5 million of the aggregate principal amount of the Notes issued to such Initial Purchasers as of the Closing Date (“Minimum Notes Amount”), the Company and its subsidiaries will not incur any Indebtedness, except Permitted Indebtedness.

(b) Covenant Defeasance. If, with respect to any Notes held by any Initial Purchaser:

(A) the Company has caused there to be irrevocably deposited, with the Trustee or the Paying Agent (as defined in the Indenture) for the benefit of such Initial Purchaser, cash in an aggregate amount equal to the sum of (i) the remaining scheduled interest payments on the aggregate principal amount of Notes outstanding as of the time of such deposit (assuming, for these purposes, that Additional Interest (as defined in the Indenture) and Special Interest (as defined in the Indenture) would accrue on such Note at their respective maximum rates per annum provided in the Indenture); and (ii) 100% of the aggregate principal amount of the Notes outstanding as of the time of such deposit (excluding, in the case of each of sub-clause (i) and (ii) above, any Notes referred to in clause (B) below as to which the deposit referred to in such clause is made);

(B) with respect to each such Note, if any, for which a Conversion Date (as defined in the Indenture) has occurred, but the Conversion Consideration (as defined in the Indenture) due in respect of such Note has not been fully paid or delivered, as of the time of the deposit referred to in clause (A) above, the Company has caused there to be irrevocably deposited, with the Trustee or the Conversion Agent (as defined in the Indenture) for the benefit of such Initial Purchaser, the maximum kind and amount of Conversion Consideration due in respect of such Note (together, if applicable, with cash in the amount of any interest due on such Note pursuant to clause (i) of Section 5.02(D) of the Indenture);

(C) the Company has instructed the Trustee, the Paying Agent or the Conversion Agent, as applicable, to pay or deliver cash or other property due on such Notes from the cash or other property deposited pursuant to clauses (A) and (B) above as the same becomes due;

(D) as of the time of the deposits referred to in clauses (A) and (B) above, no Default (as defined in the Indenture) in the payment or delivery of any amount or property (including Conversion Consideration) on any Note has occurred and is continuing;

(E) pursuant to Section 5.03(A)(ii) or Section 8.01(G) of the Indenture, the Company has irrevocably elected Physical Settlement, or Combination Settlement with a Specified Dollar Amount not exceeding $1,000 per $1,000 principal amount of Notes;

(F) the Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Company is a party or by which the Company is bound;

(G) to the extent requested, the Company has delivered to the Trustee an officer’s certificate stating that the deposits referred to in clauses (A) and (B) above were not made by the Company with the intent of preferring such Initial Purchaser over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and

(H) to the extent requested, the Company has delivered to the Trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent relating to the Covenant Defeasance have been complied with,

then, notwithstanding anything to the contrary in this Agreement, the Indenture or the Notes, Section 4.09(a) will thereafter cease to be of any force or effect. For the avoidance of doubt, the remainder of this Agreement, the Indenture and the Notes will be unaffected by Covenant Defeasance and will continue to be in full force and effect.

Section 4.10. Repurchase of Notes at Option of Initial Purchasers.

(a) Each Initial Purchaser shall have the right, at such Initial Purchaser’s option, to require the Company to repurchase for cash, on each of June 30, 2027, June 30, 2028, June 30, 2029 and June 30, 2030 (each, a “Repurchase Date”), all of such Initial Purchaser’s Notes, at a repurchase price (the “Repurchase Price”) that is equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest on such Notes to, but excluding, the applicable Repurchase Date, without duplication of any interest payment made on such date. Repurchases of Notes under this Section 4.10 shall be made, at the option of the Initial Purchaser who is a holder thereof, upon delivery to the Trustee by such Initial Purchaser of a duly completed notice (the “Repurchase Notice”) in the form attached hereto as Exhibit C, if the Notes are Physical Notes (as defined in the Indenture), or in compliance with the Depositary’s procedures for surrendering interests in Global Notes (as defined in the Indenture), if the Notes are Global Notes, in each case no later than the later of (i) 120 days prior to the applicable Repurchase Date and (ii) ten (10) Business Days following the date on which the Company files its annual report on Form 10-K with the SEC for the prior year, which notice shall be irrevocable.

Each Repurchase Notice shall state:

(A) in the case of Physical Notes, the certificate numbers of the Notes to be delivered for repurchase;

(B) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of this Agreement; and

provided, however, that if the Notes are Global Notes, the Repurchase Notice must comply with appropriate Depositary procedures.

No Repurchase Notice with respect to any Notes may be surrendered by an Initial Purchaser who is a holder thereof if such Initial Purchaser has also surrendered a Fundamental Change Repurchase Notice and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with the Indenture.

(b) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Initial Purchasers on any Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Repurchase Price with respect to such Notes).

Section 4.11. Registration Rights. The Company shall use its reasonable best efforts to enter into, as promptly as practicable after the Closing Date, an amendment to that certain Twelfth Amended and Restated Investors’ Rights Agreement, dated as of March 5, 2021, by and among the Company and the Investors and Common Holders party thereto (the “Investor Rights Agreement”) in form and substance reasonably satisfactory to Thrive Capital to provide that the Notes and shares of Class A Common Stock issued or issuable upon the conversion of any Notes held by Thrive Capital shall be considered “Registrable Securities” (as defined under the Investor Rights Agreement).

Section 4.12. Amendments to the Indenture. The Company shall not make, agree to or permit any amendment or supplement to the Indenture or any waiver of any provision of the Indenture that has any effect described in clauses (i)-(ix) of Section 8.02(A) of the Indenture without, in each case, prior written approval of each Initial Purchaser affected by such amendment, supplement or waiver.

ARTICLE V

MISCELLANEOUS

Section 5.01. Survival of Representations and Warranties. Except for the warranties and representations contained in clauses (b), (c), (d), (e), (f), (i), (v) and (cc) of Section 3.01 and the representations and warranties contained in Section 3.02, which shall survive the Closing until the Maturity Date, the warranties and representations made herein shall survive for one (1) year following the Closing Date and shall then expire; provided that nothing herein shall relieve any party of liability for any inaccuracy or breach of such representation or warranty to the extent that any good faith allegation of such inaccuracy or breach is made in writing prior to such expiration.

Section 5.02. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, by facsimile, sent by overnight courier or sent via email (with receipt confirmed) as follows:

(a)

If to the Purchasers, to:

c/o Dragoneer Investment Group, LLC

1 Letterman Drive, Building D, Suite M500

San Francisco, California 94129

Attention: Michael Dimitruk

Email: Michael@dragoneer.com

With a copy (which shall not constitute actual or constructive notice) to:

Ropes & Gray LLP

Three Embarcadero Center

San Francisco, California 94111

Attention: Thomas Holden

Email: Thomas.Holden@ropesgray.com

and

c/o Thrive Capital Partners

295 Lafayette St., Suite 701

New York, New York 10012

Attention: Jed Feldman, General Counsel

Email: legal@thrivecap.com

With a copy (which shall not constitute actual or constructive notice) to:

Cooley LLP

55 Hudson Yards

New York, New York 10001

Attention: Jean Park and Mischi a Marca

Email: jpark@cooley.com and gmamarca@cooley.com

and

c/o LionTree Investment Fund, L.P.

745 Fifth Avenue

New York, New York 10151

Attention: Howard Han; General Counsel

Email: HHan@liontree.com; LT-GC@liontree.com

With a copy (which shall not constitute actual or constructive notice) to:

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004-2498

Attention: Brian E. Hamilton

Email: Hamiltonb@sullcrom.com

and

c/o Tenere Capital, LLC

205 Detroit St., 2nd Floor

Denver, Colorado 80206

Attention: Jeff Sarrett

Email: Operations@Tenerecapital.com

(b)

If to the Company, to:

Oscar Health, Inc.

75 Varick Street, 5^th Floor

New York, New York 10013

Attention: General Counsel

Email: legal@hioscar.com

With a copy (which shall not constitute actual or constructive notice) to:

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

United States of America

Attention: Keith Halverstam and Greg Rodgers

Email: Keith.Halverstam@lw.com and Greg.Rodgers@lw.com

or to such other address or addresses as shall be designated in writing. All notices shall be deemed effective (a) when delivered personally (with written confirmation of receipt, by other than automatic means, whether electronic or otherwise), (b) when sent by facsimile (with written confirmation of receipt, by other than automatic means, whether electronic or otherwise) or (c) one (1) Business Day following the day sent by overnight courier.

Section 5.03. Entire Agreement; Third Party Beneficiaries; Amendment. This Agreement, together with (as between the Company and each respective Purchaser) the applicable Confidentiality Agreement, sets forth the entire agreement between the parties hereto with respect to the Transactions, and is not intended to and shall not confer upon any person other than the parties hereto, their successors and permitted assigns any rights or remedies hereunder. Any provision of this Agreement may be amended or modified in whole or in part at any time by an agreement in writing between the parties hereto executed in the same manner as this Agreement; provided that notwithstanding any other provision of

this Agreement, (x) to the extent the Initial Purchasers hold the Minimum Notes Amount, such Initial Purchasers (which must include Dragoneer for so long as Dragoneer holds the Dragoneer Minimum Notes Amount) (i) may waive Section 4.09 in whole or in part by providing written notice to the Company and (ii) may amend in whole or in part Section 4.09 at any time by an agreement in writing between the Company and the Initial Purchasers holding the Minimum Notes Amount (which must include Dragoneer for so long as Dragoneer holds the Dragoneer Minimum Notes Amount) and (y) to the extent the Initial Purchasers do not hold the Minimum Notes Amount, but for so long as Dragoneer holds the Dragoneer Minimum Notes Amount, Dragoneer (i) may waive Section 4.09 in whole or in part by providing written notice to the Company and (ii) may amend in whole or in part Section 4.09 at any time by an agreement in writing between the Company and Dragoneer. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right.

Section 5.04. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute any original, but all of which together shall constitute one and the same document. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document will have the same effect as physical delivery of the paper document bearing the original signature.

Section 5.05. Expenses. The Company and the Purchasers shall each bear their own expenses in connection with this Agreement and the Transactions; provided that each of the Company and Thrive Capital shall bear 50% of any expenses in connection with the Depositary’s eligibility process solely in relation to any Notes held by Thrive Capital.

Section 5.06. Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the Company’s successors and assigns and each Purchaser’s successors and assigns, and no other person; provided, that neither the Company nor such Purchaser may assign its respective rights or delegate its respective obligations under this Agreement, whether by operation of law or otherwise, and any assignment by the Company or such Purchaser in contravention hereof shall be null and void; provided, that (i) such Purchaser may assign all of its rights and obligations under this Agreement and the applicable Confidentiality Agreement or any portion thereof to any transferee of any Notes or Class A Common Shares permitted under this Agreement who executes and delivers to the Company a Joinder and any such assignee who executes and delivers to the Company a Joinder shall be deemed a Purchaser hereunder and have all the rights and obligations of a Purchaser, (ii) any such transferee who after the date hereof executes and delivers a Joinder and is a permitted transferee of any Notes or Class A Common Shares shall be deemed a Purchaser hereunder and have all the rights and obligations of a Purchaser and (iii) if the Company consolidates or merges with or into any Person and the Class A Common Shares is, in whole or in part, converted into or exchanged for securities of a different issuer in a transaction that does not constitute a Fundamental Change, then as a condition to such transaction the Company will cause such issuer to assume all of the Company’s rights and obligations under this Agreement in a written instrument delivered to each Purchaser. For the avoidance of doubt, no transferee who after the date hereof executes and delivers to the Company a Joinder may be deemed an Initial Purchaser hereunder or have the rights and obligations of an Initial Purchaser; provided, however, that an Affiliate of an Initial Purchaser that is a transferee in a single or series of Permitted Transfers, shall be deemed an Initial Purchaser.

Section 5.07. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the New York Supreme Court and any state appellate court therefrom within the State of New York (or, solely if the New York Supreme Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of New York). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 5.07(a), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 5.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

(b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 5.07.

Section 5.08. Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect provided that the economic and legal substance of, any of the Transactions is not affected in any manner materially adverse to any party. In the event of any such determination, the parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intent and purpose hereof. To the extent permitted by law, the parties hereby to the same extent waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect.

Section 5.09. Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each party agrees that in the event of any breach or threatened breach by any other party of any covenant or obligation contained in this Agreement, the non-breaching party shall be entitled (in addition to any other remedy that may be available to it, whether in law or equity) to obtain (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (ii) an injunction restraining such breach or threatened breach. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

Section 5.10. Headings. The headings of Articles and Sections contained in this Agreement are for reference purposes only and are not part of this Agreement.

Section 5.11. Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against the entities that are expressly named as parties hereto and their respective successors and assigns (including any Person that executes and delivers a Joinder).

Section 5.12. Confidentiality.

(a) Each party hereto (except for Dragoneer) will hold, and will use its reasonable best efforts to cause its Affiliates and the officers, directors, employees, accountants, counsel, consultants, advisors and agents of such party and its Affiliates to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law (including applicable securities exchange rules and regulations), all confidential documents and information concerning the other parties hereto furnished to such party or its Affiliates in connection with the transactions contemplated by the Transaction Agreements (including the existence, terms and conditions of, and any other facts relating to, the Transaction Agreements and the transactions contemplated by the Transaction Agreements), except to the extent that such information is (i) previously known on a non-confidential basis by the receiving party, (ii) in the public domain through no fault of the receiving party or (iii) later lawfully acquired by the receiving party from sources other than the disclosing party or its Affiliates; provided that the receiving party may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors,

existing and prospective members and partners, and agents in connection with the transactions contemplated by this Agreement so long as such Persons are informed by the receiving party of the confidential nature of such information and are required by the receiving party to apply the same standard of care and the same measures as are required to be applied by the receiving party; provided further that in the event that a disclosure is compiled or required by requirements of law, the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by Applicable Law, shall limit such disclosure to the information that is required to comply with such Applicable Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party.

(b) Notwithstanding any provision in the Confidentiality Agreement to the contrary, the Company and Dragoneer agree that all terms and conditions in the Confidentiality Agreement shall survive until the date that is twelve (12) months following the Closing Date.

Section 5.13. Several Liability of the Purchasers. Notwithstanding any other provision of this Agreement, all representations, warranties, covenants and other obligations of the Purchasers herein or contemplated hereby are, and shall in all cases be deemed to be, several and not joint.

Section 5.14. Termination. This Agreement, may be terminated prior to the Closing Date (a) by the mutual written consent of the parties; or (b) by any party by written notice to the other parties, if the Closing has not occurred on or prior to February 8, 2022 (the “End Date”).

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto or by their respective duly authorized officers, all as of the date first above written.


OSCAR HEALTH, INC.

By:		/s/ R. Scott Blackley
		Name: R. Scott Blackley
		Title: Chief Financial Officer

[Signature Page to Investment Agreement]


OASIS FD HOLDINGS, LP.
By:		DRAGONEER CF GP, LLC its General Partner

By:		/s/ Michael Dimitruk
		Name: Michael Dimitruk
		Title: Vice President