Common use of Participant Representations Clause in Contracts

Participant Representations. The Participant represents the following to the Company: (a) The Participant: i. is an “accredited investor,” as that term is defined under Rule 501 of Regulation D of the Securities Act of 1933, as amended, based one or more of the following: A. the Participant is a director or executive officer of the Company; B. the Participant is a natural person and has a net worth, either alone or with his or her spouse, of more than $1,000,000; or C. the Participant is a natural person and had income in excess of $200,000 during each of the previous two years and reasonably expects to have income in excess of $200,000 during the current year, or joint income with his or her spouse in excess of $300,000 during each of the previous two years and reasonably expects to have joint income in excess of $300,000 during the current year; or ii. either alone or with his or her purchaser representative(s) has such knowledge and experience in financial and business matters so that he or she is capable of evaluating the merits and risks of the prospective investment made in connection with the Restricted Shares. (b) The Participant represents and agrees that he or she has received such information as the Participant deems necessary in order to make an investment decision with respect to the Restricted Shares, including but not limited to the Company’s public filings made pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The Participant represents and agrees that the Participant and his or her professional advisor(s), if any, have had the right to ask questions of and receive answers from the Company and its officers and directors, and to obtain such information concerning the terms and conditions of the offering of the Restricted Shares to the extent that the Company possesses the same or could acquire it without unreasonable effort or expense, as the Participant and his or her professional advisor(s), if any, deemed necessary. The Participant represents and agrees that prior to the Participant’s agreement to receive the Restricted Shares, the Participant and his or her professional advisor(s), if any, have asked such questions, received such answers and obtained such information as the Participant and his or her advisor(s), if any, deemed necessary to verify the accuracy of any other information that the Participant and his or her advisor(s), if any, deemed relevant to making an investment decision with respect to the Restricted Shares.

Participant Representations. The Participant hereby acknowledges, represents and warrants the following to the Company: following: (a) The Participant: i. the Participant is an “accredited investor,” as that term is defined under within the meaning of Rule 501 501(a) of Regulation D of promulgated under the Securities Act of 1933, as amended, based one or more of the following: A. the Participant and is a director or executive officer of the Company; B. the Participant is a natural person an experienced and has a net worth, either alone or with his or her spouse, of more than $1,000,000; or C. the Participant is a natural person sophisticated investor and had income in excess of $200,000 during each of the previous two years and reasonably expects to have income in excess of $200,000 during the current year, or joint income with his or her spouse in excess of $300,000 during each of the previous two years and reasonably expects to have joint income in excess of $300,000 during the current year; or ii. either alone or with his or her purchaser representative(s) has such knowledge and experience in financial and business matters so that he or she is capable of evaluating as are necessary to evaluate the merits and risks of an investment in the prospective investment made in connection with the Restricted Shares. Company, (b) The Participant represents and agrees that he or she has received such information as the Participant deems necessary in order to make has been advised that the Participant may be an investment decision with respect to “affiliate” within the Restricted Shares, including but not limited to the Company’s public filings made pursuant to meaning of Rule 144 under the Securities Act of 1933, as amended, and may be subject to the limitations of Rule 144, (c) the Participant has no intention of offering or selling any of the shares of Restricted Stock issued hereunder in a transaction that would violate the Securities Exchange Act of 19341933, as amended. The Participant represents and agrees that , or the securities laws of any state of the United States of America or any other applicable jurisdiction, (d) the Participant has been furnished with, and his has had access to, such information as the Participant considers necessary or her professional advisor(s)appropriate for deciding whether to accept the grant of the shares of Restricted Stock hereunder, if any, have and the Participant has had the right an opportunity to ask questions of and receive answers from the Company and its officers and directors, and to obtain such information concerning regarding the terms and conditions of the offering issuance of such shares of Restricted Stock, and (e) the Participant is able, without impairing the Participant’s financial condition, to hold the shares of Restricted Stock to be issued hereunder for an indefinite period and to suffer a complete loss of the Participant’s investment in such shares of Restricted Shares to the extent that the Company possesses the same or could acquire it without unreasonable effort or expense, as the Participant and his or her professional advisor(s), if any, deemed necessaryStock. The Participant represents hereby acknowledges that he has read this Agreement, has received and agrees that prior read the Plan, and understand and agree to comply with the Participant’s agreement to receive terms and conditions of this Agreement and the Restricted SharesPlan. PARTICIPANT ACCEPTANCE Dated: December 31, 2015 /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ On December 31, 2015 (the “Issue Date”), the Participant undersigned was issued shares of common stock (collectively, the “Shares”) of Accretive Health, Inc. (the “Company”). The Shares are subject to a substantial risk of forfeiture that may not be avoided by a transfer of the Shares to another person. The undersigned desires to make an election to have the Shares taxed under the provisions of Section 83(b) of the Code. Therefore, pursuant to Section 83(b) of the Code and his or her professional advisor(s)Treasury Regulation §1.83-2 promulgated thereunder, if anythe undersigned hereby makes an election, have asked such questions, received such answers and obtained such information as the Participant and his or her advisor(s), if any, deemed necessary to verify the accuracy of any other information that the Participant and his or her advisor(s), if any, deemed relevant to making an investment decision with respect to the Restricted SharesShares (described below), to report as taxable income for the calendar year 2015 the excess (if any) of the fair market value of the Shares on the Issue Date over the purchase price thereof. The following information is supplied in accordance with Treasury Regulation §1.83‑2(e): 1. The name, address and social security number of the undersigned is as follows: ▇▇▇▇ ▇▇▇▇ Social Security No.: 2. A description of the property with respect to which the election is being made: [ ] shares of common stock of Accretive Health, Inc., par value $0.01. 3. The date on which the property was transferred: December 31, 2015. The taxable year for which the election is made: calendar year 2015. 4. The restrictions to which the property is subject: Time-based vesting restrictions. 5. The fair market value on the Issue Date of the property with respect to which the election is being made, determined without regard to any lapse restrictions: $[ ] per share. 6. The amount paid for such property: zero ($0). 7. A copy of this election has been furnished to the Company and each other person to whom a copy is required to be furnished pursuant to Treasury Regulation 1.83‑2(d).

Participant Representations. The Participant acknowledges, represents the following to the Companyand warrants that: (a) The the Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and the Company is relying in part on the Participant:’s representations set forth in this Section 7; i. (b) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Common Shares must be held indefinitely by the Participant unless an exemption from the registration requirements of the Securities Act is available for the resale of such Common Shares or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Common Shares and the Company is under no obligation to register the resale of the Common Shares (or to file a “re-offer prospectus”); (c) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Participant understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Shares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with and that any sale of the Common Shares may be made only in limited amounts in accordance with such terms and conditions; and (d) the Participant is either (i) an “accredited investor,” as that such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by him or herself or through a “purchaser representative” within the meaning of Rule 501 of 501(i) under Regulation D of the Securities Act of 1933Act, as amended, based one or more of the following: A. the Participant is a director or executive officer of the Company; B. the Participant is a natural person and has a net worth, either alone or with his or her spouse, of more than $1,000,000; or C. the Participant is a natural person and had income in excess of $200,000 during each of the previous two years and reasonably expects to have income in excess of $200,000 during the current year, or joint income with his or her spouse in excess of $300,000 during each of the previous two years and reasonably expects to have joint income in excess of $300,000 during the current year; or ii. either alone or with his or her purchaser representative(s) has such knowledge and experience in financial and business matters so that he or she is as to be capable of evaluating the merits and risks of his, her or its investment in the prospective investment made in connection with the Restricted Common Shares. (b) The Participant represents and agrees that he or she has received such information as the Participant deems necessary in order to make an investment decision with respect to the Restricted Shares, including but not limited to the Company’s public filings made pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act Participant is capable of 1934bearing the economic risks of such investment and is able to bear the complete loss of his, as amended. The Participant represents and agrees that her or its investment in the Participant and his or her professional advisor(s), if any, have had the right to ask questions of and receive answers from the Company and its officers and directors, and to obtain such information concerning the terms and conditions of the offering of the Restricted Shares to the extent that the Company possesses the same or could acquire it without unreasonable effort or expense, as the Participant and his or her professional advisor(s), if any, deemed necessary. The Participant represents and agrees that prior to the Participant’s agreement to receive the Restricted Shares, the Participant and his or her professional advisor(s), if any, have asked such questions, received such answers and obtained such information as the Participant and his or her advisor(s), if any, deemed necessary to verify the accuracy of any other information that the Participant and his or her advisor(s), if any, deemed relevant to making an investment decision with respect to the Restricted Common Shares.

Participant Representations. The Participant acknowledges, represents the following to the Companyand warrants that: (a) The the Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and the Company is relying in part on the Participant:’s representations set forth in this Section 8; i. (b) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the shares of Common Stock must be held indefinitely by the Participant unless an exemption from the registration requirements of the Securities Act is available for the resale of such shares or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such shares of Common Stock and the Company is under no obligation to register the resale of the shares of Common Stock (or to file a “re-offer prospectus”); (c) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Participant understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading IF " DOCVARIABLE "SWDOCIDLOCATION" 1" = "1" "WEIL:\98477713\4\58167.0004" "" WEIL:\98477713\4\58167.0004 DOCPROPERTY "CUS_DocIDChunk0" 157874926.2 market then exists for the shares of Common Stock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with and that any sale of the shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions; and (d) the Participant is either (i) an “accredited investor,” as that such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by him or herself or through a “purchaser representative” within the meaning of Rule 501 of 501(i) under Regulation D of the Securities Act of 1933Act, as amended, based one or more of the following: A. the Participant is a director or executive officer of the Company; B. the Participant is a natural person and has a net worth, either alone or with his or her spouse, of more than $1,000,000; or C. the Participant is a natural person and had income in excess of $200,000 during each of the previous two years and reasonably expects to have income in excess of $200,000 during the current year, or joint income with his or her spouse in excess of $300,000 during each of the previous two years and reasonably expects to have joint income in excess of $300,000 during the current year; or ii. either alone or with his or her purchaser representative(s) has such knowledge and experience in financial and business matters so that he or she is as to be capable of evaluating the merits and risks of his, her or its investment in the prospective investment made in connection with the Restricted Shares. (b) The Participant represents and agrees that he or she has received such information as the Participant deems necessary in order to make an investment decision with respect to the Restricted Shares, including but not limited to the Company’s public filings made pursuant to the Securities Act shares of 1933, as amendedCommon Stock, and the Securities Exchange Act Participant is capable of 1934bearing the economic risks of such investment and is able to bear the complete loss of his, as amended. The Participant represents and agrees that her or its investment in the Participant and his or her professional advisor(s), if any, have had the right to ask questions shares of and receive answers from the Company and its officers and directors, and to obtain such information concerning the terms and conditions of the offering of the Restricted Shares to the extent that the Company possesses the same or could acquire it without unreasonable effort or expense, as the Participant and his or her professional advisor(s), if any, deemed necessary. The Participant represents and agrees that prior to the Participant’s agreement to receive the Restricted Shares, the Participant and his or her professional advisor(s), if any, have asked such questions, received such answers and obtained such information as the Participant and his or her advisor(s), if any, deemed necessary to verify the accuracy of any other information that the Participant and his or her advisor(s), if any, deemed relevant to making an investment decision with respect to the Restricted SharesCommon Stock.

Participant Representations. The Participant hereby acknowledges, represents and warrants the following to the Company: following: (a) The Participant: i. the Participant is an “accredited investor,” as that term is defined under within the meaning of Rule 501 501(a) of Regulation D of promulgated under the Securities Act of 1933, as amended, based one or more of the following: A. the Participant and is a director or executive officer of the Company; B. the Participant is a natural person an experienced and has a net worth, either alone or with his or her spouse, of more than $1,000,000; or C. the Participant is a natural person sophisticated investor and had income in excess of $200,000 during each of the previous two years and reasonably expects to have income in excess of $200,000 during the current year, or joint income with his or her spouse in excess of $300,000 during each of the previous two years and reasonably expects to have joint income in excess of $300,000 during the current year; or ii. either alone or with his or her purchaser representative(s) has such knowledge and experience in financial and business matters so that he or she is capable of evaluating as are necessary to evaluate the merits and risks of an investment in the prospective investment made in connection with the Restricted Shares. Company, (b) The Participant represents and agrees that he or she has received such information as the Participant deems necessary in order to make has been advised that the Participant may be an investment decision with respect to “affiliate” within the Restricted Shares, including but not limited to the Company’s public filings made pursuant to meaning of Rule 144 under the Securities Act of 1933, as amended, and may be subject to the limitations of Rule 144, (c) the Participant has no intention of offering or selling any of the shares of Restricted Stock issued hereunder in a transaction that would violate the Securities Exchange Act of 19341933, as amended. The Participant represents and agrees that , or the securities laws of any state of the United States of America or any other applicable jurisdiction, (d) the Participant has been furnished with, and his has had access to, such information as the Participant considers necessary or her professional advisor(s)appropriate for deciding whether to accept the grant of the shares of Restricted Stock hereunder, if any, have and the Participant has had the right an opportunity to ask questions of and receive answers from the Company and its officers and directors, and to obtain such information concerning regarding the terms and conditions of the offering issuance of such shares of Restricted Stock, and (e) the Participant is able, without impairing the Participant’s financial condition, to hold the shares of Restricted Stock to be issued hereunder for an indefinite period and to suffer a complete loss of the Participant’s investment in such shares of Restricted Shares to the extent that the Company possesses the same or could acquire it without unreasonable effort or expense, as the Participant and his or her professional advisor(s), if any, deemed necessaryStock. The Participant represents and agrees that prior the Company hereby agree that, notwithstanding anything to the Participant’s agreement to receive contrary contained in the Restricted SharesRetention Agreement, the Retention Agreement shall terminate and be null and void and of no further force or effect as of the date hereof. Without limiting the foregoing, the Participant hereby knowingly and his or her professional advisor(s), if any, have asked such questions, received such answers voluntarily relinquishes and obtained such information as the Participant releases any and his or her advisor(s), if any, deemed necessary to verify the accuracy of any other information all rights and claims that the Participant currently possess or may or would otherwise possess under or in respect of the Retention Agreement. The Participant hereby acknowledges that he has read this Agreement, has received and his or her advisor(sread the Plan, and understand and agree to comply with the terms and conditions of this Agreement and the Plan. PARTICIPANT ACCEPTANCE Dated: December 31, 2015 /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ On December 31, 2015 (the “Issue Date”), if anythe undersigned was issued shares of common stock (collectively, deemed relevant the “Shares”) of Accretive Health, Inc. (the “Company”). The Shares are subject to making a substantial risk of forfeiture that may not be avoided by a transfer of the Shares to another person. The undersigned desires to make an investment decision election to have the Shares taxed under the provisions of Section 83(b) of the Code. Therefore, pursuant to Section 83(b) of the Code and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Restricted Shares.Shares (described below), to report as taxable income for the calendar year 2015 the excess (if any) of the fair market value of the Shares on the Issue Date over the purchase price thereof. The following information is supplied in accordance with Treasury Regulation §1.83‑2(e): 1. The name, address and social security number of the undersigned is as follows: ▇▇▇▇▇ ▇▇▇▇▇

Participant Representations. The Participant acknowledges, represents the following to the Companyand warrants that: (a) The the Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and the Company is relying in part on the Participant:’s representations set forth in this Section 8; i. (b) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Common Shares must be held indefinitely by the Participant unless an exemption from the registration requirements of the Securities Act is available for the resale of such Shares or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Common Shares and the Company is under no obligation to register the resale of the Common Shares (or to file a “re-offer prospectus”); (c) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Participant understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Shares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with and that any sale of the Common Shares may be made only in limited amounts in accordance with such terms and conditions; and (d) the Participant is either (i) an “accredited investor,” as that such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by him or herself or through a “purchaser representative” within the meaning of Rule 501 of 501(i) under Regulation D of the Securities Act of 1933Act, as amended, based one or more of the following: A. the Participant is a director or executive officer of the Company; B. the Participant is a natural person and has a net worth, either alone or with his or her spouse, of more than $1,000,000; or C. the Participant is a natural person and had income in excess of $200,000 during each of the previous two years and reasonably expects to have income in excess of $200,000 during the current year, or joint income with his or her spouse in excess of $300,000 during each of the previous two years and reasonably expects to have joint income in excess of $300,000 during the current year; or ii. either alone or with his or her purchaser representative(s) has such knowledge and experience in financial and business matters so that he or she is as to be capable of evaluating the merits and risks of his, her or its investment in the prospective investment made in connection with the Restricted Common Shares. (b) The Participant represents and agrees that he or she has received such information as the Participant deems necessary in order to make an investment decision with respect to the Restricted Shares, including but not limited to the Company’s public filings made pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act Participant is capable of 1934bearing the economic risks of such investment and is able to bear the complete loss of his, as amended. The Participant represents and agrees that her or its investment in the Participant and his or her professional advisor(s), if any, have had the right to ask questions of and receive answers from the Company and its officers and directors, and to obtain such information concerning the terms and conditions of the offering of the Restricted Shares to the extent that the Company possesses the same or could acquire it without unreasonable effort or expense, as the Participant and his or her professional advisor(s), if any, deemed necessary. The Participant represents and agrees that prior to the Participant’s agreement to receive the Restricted Shares, the Participant and his or her professional advisor(s), if any, have asked such questions, received such answers and obtained such information as the Participant and his or her advisor(s), if any, deemed necessary to verify the accuracy of any other information that the Participant and his or her advisor(s), if any, deemed relevant to making an investment decision with respect to the Restricted Common Shares.

Participant Representations. The Participant acknowledges, represents the following to the Companyand warrants that: (a) The the Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and the Company is relying in part on the Participant:’s representations set forth in this Section 7; i. (b) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Common Shares must be held indefinitely by the Participant unless an exemption from the registration requirements of the Securities Act is available for the resale of such Shares or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Common Shares and the Company is under no obligation to register the resale of the Common Shares (or to file a “re-offer prospectus”); (c) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Participant understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Shares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with and that any sale of the Common Shares may be made only in limited amounts in accordance with such terms and conditions; and (d) the Participant is either (i) an “accredited investor,” as that such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by him or herself or through a “purchaser representative” within the meaning of Rule 501 of 501(i) under Regulation D of the Securities Act of 1933Act, as amended, based one or more of the following: A. the Participant is a director or executive officer of the Company; B. the Participant is a natural person and has a net worth, either alone or with his or her spouse, of more than $1,000,000; or C. the Participant is a natural person and had income in excess of $200,000 during each of the previous two years and reasonably expects to have income in excess of $200,000 during the current year, or joint income with his or her spouse in excess of $300,000 during each of the previous two years and reasonably expects to have joint income in excess of $300,000 during the current year; or ii. either alone or with his or her purchaser representative(s) has such knowledge and experience in financial and business matters so that he or she is as to be capable of evaluating the merits and risks of his, her or its investment in the prospective investment made in connection with the Restricted Common Shares. (b) The Participant represents and agrees that he or she has received such information as the Participant deems necessary in order to make an investment decision with respect to the Restricted Shares, including but not limited to the Company’s public filings made pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act Participant is capable of 1934bearing the economic risks of such investment and is able to bear the complete loss of his, as amended. The Participant represents and agrees that her or its investment in the Participant and his or her professional advisor(s), if any, have had the right to ask questions of and receive answers from the Company and its officers and directors, and to obtain such information concerning the terms and conditions of the offering of the Restricted Shares to the extent that the Company possesses the same or could acquire it without unreasonable effort or expense, as the Participant and his or her professional advisor(s), if any, deemed necessary. The Participant represents and agrees that prior to the Participant’s agreement to receive the Restricted Shares, the Participant and his or her professional advisor(s), if any, have asked such questions, received such answers and obtained such information as the Participant and his or her advisor(s), if any, deemed necessary to verify the accuracy of any other information that the Participant and his or her advisor(s), if any, deemed relevant to making an investment decision with respect to the Restricted Common Shares.

Participant Representations. The Participant acknowledges, represents the following to the Company: and warrants that: (a) The the Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and the Company is relying in part on the Participant: i. ’s representations set forth in this Section 7; (b) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Common Shares must be held indefinitely by the Participant unless an exemption from the registration requirements of the Securities Act is available for the resale of such Shares or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Common Shares and the Company is under no obligation to register the resale of the Common Shares (or to file a “re-offer prospectus”); (c) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Participant understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Shares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with and that any sale of the Common Shares may be made only in limited amounts in accordance with such terms and conditions; and (d) the Participant is either (i) an “accredited investor,” as that such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by him or herself or through a “purchaser representative” within the meaning of Rule 501 of 501(i) under Regulation D of the Securities Act of 1933Act, as amended, based one or more of the following: A. the Participant is a director or executive officer of the Company; B. the Participant is a natural person and has a net worth, either alone or with his or her spouse, of more than $1,000,000; or C. the Participant is a natural person and had income in excess of $200,000 during each of the previous two years and reasonably expects to have income in excess of $200,000 during the current year, or joint income with his or her spouse in excess of $300,000 during each of the previous two years and reasonably expects to have joint income in excess of $300,000 during the current year; or ii. either alone or with his or her purchaser representative(s) has such knowledge and experience in financial and business matters so that he or she is as to be capable of evaluating the merits and risks of his, her or its investment in the prospective investment made in connection with the Restricted Common Shares. (b) The Participant represents and agrees that he or she has received such information as the Participant deems necessary in order to make an investment decision with respect to the Restricted Shares, including but not limited to the Company’s public filings made pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act Participant is capable of 1934bearing the economic risks of such investment and is able to bear the complete loss of his, as amended. The Participant represents and agrees that her or its investment in the Participant and his or her professional advisor(s), if any, have had the right to ask questions of and receive answers from the Company and its officers and directors, and to obtain such information concerning the terms and conditions of the offering of the Restricted Shares to the extent that the Company possesses the same or could acquire it without unreasonable effort or expense, as the Participant and his or her professional advisor(s), if any, deemed necessary. The Participant represents and agrees that prior to the Participant’s agreement to receive the Restricted Shares, the Participant and his or her professional advisor(s), if any, have asked such questions, received such answers and obtained such information as the Participant and his or her advisor(s), if any, deemed necessary to verify the accuracy of any other information that the Participant and his or her advisor(s), if any, deemed relevant to making an investment decision with respect to the Restricted Common Shares.

Participant Representations. The Participant hereby acknowledges, represents and warrants the following to the Company: following: (a) The Participant: i. the Participant is an “accredited investor,” as that term is defined under within the meaning of Rule 501 501(a) of Regulation D of promulgated under the Securities Act of 1933, as amended, based one or more of the following: A. the Participant and is a director or executive officer of the Company; B. the Participant is a natural person an experienced and has a net worth, either alone or with his or her spouse, of more than $1,000,000; or C. the Participant is a natural person sophisticated investor and had income in excess of $200,000 during each of the previous two years and reasonably expects to have income in excess of $200,000 during the current year, or joint income with his or her spouse in excess of $300,000 during each of the previous two years and reasonably expects to have joint income in excess of $300,000 during the current year; or ii. either alone or with his or her purchaser representative(s) has such knowledge and experience in financial and business matters so that he or she is capable of evaluating as are necessary to evaluate the merits and risks of an investment in the prospective investment made in connection with the Restricted Shares. Company, (b) The Participant represents and agrees that he or she has received such information as the Participant deems necessary in order to make has been advised that the Participant may be an investment decision with respect to “affiliate” within the Restricted Shares, including but not limited to the Company’s public filings made pursuant to meaning of Rule 144 under the Securities Act of 1933, as amended, and may be subject to the limitations of Rule 144, (c) the Participant has no intention of offering or selling any of the shares of Restricted Stock issued hereunder in a transaction that would violate the Securities Exchange Act of 19341933, as amended. The Participant represents and agrees that , or the securities laws of any state of the United States of America or any other applicable jurisdiction, (d) the Participant has been furnished with, and his has had access to, such information as the Participant considers necessary or her professional advisor(s)appropriate for deciding whether to accept the grant of the shares of Restricted Stock hereunder, if any, have and the Participant has had the right an opportunity to ask questions of and receive answers from the Company and its officers and directors, and to obtain such information concerning regarding the terms and conditions of the offering issuance of such shares of Restricted Stock, and (e) the Participant is able, without impairing the Participant’s financial condition, to hold the shares of Restricted Stock to be issued hereunder for an indefinite period and to suffer a complete loss of the Participant’s investment in such shares of Restricted Shares Stock. I hereby acknowledge that I have read this Agreement, have received and read the Plan, and understand and agree to comply with the terms and conditions of this Agreement and the Plan. I, ▇▇▇▇ ▇▇▇▇, M.D., in consideration of and subject to the performance by Accretive Health, Inc. (together with its subsidiaries, the “Company”), of its obligations under the Offer Letter Agreement dated as of July 10, 2014 (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective affiliates, subsidiaries and direct or indirect parent entities and all present, former and future directors, officers, agents, representatives, employees, successors and assigns of the Company and/or its respective affiliates, subsidiaries and direct or indirect parent entities (collectively, the “Released Parties”) to the extent provided below (this “General Release”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement. 1. I understand that any payments or benefits paid or granted to me under Section 9 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 9 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company possesses the same or could acquire it without unreasonable effort or expense, as the Participant and his or her professional advisor(s), if any, deemed necessary. The Participant represents and agrees that prior to the Participant’s agreement to receive the Restricted Shares, the Participant and his or her professional advisor(s), if any, have asked such questions, received such answers and obtained such information as the Participant and his or her advisor(s), if any, deemed necessary to verify the accuracy of any other information that the Participant and his or her advisor(s), if any, deemed relevant to making an investment decision with respect to the Restricted Sharesits affiliates.

Participant Representations. The Participant hereby acknowledges, represents and warrants the following to the Company: following: (a) The Participant: i. the Participant is an “accredited investor,” as that term is defined under within the meaning of Rule 501 501(a) of Regulation D of promulgated under the Securities Act of 1933, as amended, based one or more of the following: A. the Participant and is a director or executive officer of the Company; B. the Participant is a natural person an experienced and has a net worth, either alone or with his or her spouse, of more than $1,000,000; or C. the Participant is a natural person sophisticated investor and had income in excess of $200,000 during each of the previous two years and reasonably expects to have income in excess of $200,000 during the current year, or joint income with his or her spouse in excess of $300,000 during each of the previous two years and reasonably expects to have joint income in excess of $300,000 during the current year; or ii. either alone or with his or her purchaser representative(s) has such knowledge and experience in financial and business matters so that he or she is capable of evaluating as are necessary to evaluate the merits and risks of an investment in the prospective investment made in connection with the Restricted Shares. Company, (b) The Participant represents and agrees that he or she has received such information as the Participant deems necessary in order to make has been advised that the Participant may be an investment decision with respect to “affiliate” within the Restricted Shares, including but not limited to the Company’s public filings made pursuant to meaning of Rule 144 under the Securities Act of 1933, as amended, and may be subject to the limitations of Rule 144, (c) the Participant has no intention of offering or selling any of the shares of Restricted Stock issued hereunder in a transaction that would violate the Securities Exchange Act of 19341933, as amended. The Participant represents and agrees that , or the securities laws of any state of the United States of America or any other applicable jurisdiction, (d) the Participant has been furnished with, and his has had access to, such information as the Participant considers necessary or her professional advisor(s)appropriate for deciding whether to accept the grant of the shares of Restricted Stock hereunder, if any, have and the Participant has had the right an opportunity to ask questions of and receive answers from the Company and its officers and directors, and to obtain such information concerning regarding the terms and conditions of the offering issuance of such shares of Restricted Stock, and (e) the Participant is able, without impairing the Participant’s financial condition, to hold the shares of Restricted Stock to be issued hereunder for an indefinite period and to suffer a complete loss of the Participant’s investment in such shares of Restricted Shares to the extent that the Company possesses the same or could acquire it without unreasonable effort or expense, as the Participant and his or her professional advisor(s), if any, deemed necessaryStock. The Participant represents hereby acknowledges that he has read this Agreement, has received and agrees that prior read the Plan, and understand and agree to comply with the Participant’s agreement to receive terms and conditions of this Agreement and the Restricted SharesPlan. PARTICIPANT ACCEPTANCE Dated: December 31, 2015 /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ On December 31, 2015 (the “Issue Date”), the Participant undersigned was issued shares of common stock (collectively, the “Shares”) of Accretive Health, Inc. (the “Company”). The Shares are subject to a substantial risk of forfeiture that may not be avoided by a transfer of the Shares to another person. The undersigned desires to make an election to have the Shares taxed under the provisions of Section 83(b) of the Code. Therefore, pursuant to Section 83(b) of the Code and his or her professional advisor(s)Treasury Regulation §1.83-2 promulgated thereunder, if anythe undersigned hereby makes an election, have asked such questions, received such answers and obtained such information as the Participant and his or her advisor(s), if any, deemed necessary to verify the accuracy of any other information that the Participant and his or her advisor(s), if any, deemed relevant to making an investment decision with respect to the Restricted SharesShares (described below), to report as taxable income for the calendar year 2015 the excess (if any) of the fair market value of the Shares on the Issue Date over the purchase price thereof. The following information is supplied in accordance with Treasury Regulation §1.83‑2(e): 1. The name, address and social security number of the undersigned is as follows: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Social Security No.: 2. A description of the property with respect to which the election is being made: [ ] shares of common stock of Accretive Health, Inc., par value $0.01. 3. The date on which the property was transferred: December 31, 2015. The taxable year for which the election is made: calendar year 2015. 4. The restrictions to which the property is subject: Time-based vesting restrictions. 5. The fair market value on the Issue Date of the property with respect to which the election is being made, determined without regard to any lapse restrictions: $[ ] per share. 6. The amount paid for such property: zero ($0). 7. A copy of this election has been furnished to the Company and each other person to whom a copy is required to be furnished pursuant to Treasury Regulation 1.83‑2(d).

Participant Representations. The Participant acknowledges, represents the following to the Companyand warrants that: (a) The the Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and the Company is relying in part on the Participant:’s representations set forth in this Section 5; i. (b) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Common Shares must be held indefinitely by the Participant unless an exemption from the registration requirements of the Securities Act is available for the resale of such Common Shares or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Common Shares and the Company is under no obligation to register the resale of the Common Shares (or to file a “re-offer prospectus”); (c) if the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Participant understands that the exemption from registration under Rule 144 will not be available under current law unless (i) a public trading market then exists for the Common Shares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with and that any sale of the Common Shares may be made only in limited amounts in accordance with such terms and conditions; and (d) the Participant is either (i) an “accredited investor,” as that such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as amended from time to time or (ii) not an accredited investor, and has (or, in the case of a trust, the trustee has), by him or herself or through a “purchaser representative” within the meaning of Rule 501 of 501(i) under Regulation D of the Securities Act of 1933Act, as amended, based one or more of the following: A. the Participant is a director or executive officer of the Company; B. the Participant is a natural person and has a net worth, either alone or with his or her spouse, of more than $1,000,000; or C. the Participant is a natural person and had income in excess of $200,000 during each of the previous two years and reasonably expects to have income in excess of $200,000 during the current year, or joint income with his or her spouse in excess of $300,000 during each of the previous two years and reasonably expects to have joint income in excess of $300,000 during the current year; or ii. either alone or with his or her purchaser representative(s) has such knowledge and experience in financial and business matters so that he or she is as to be capable of evaluating the merits and risks of his, her or its investment in the prospective investment made in connection with the Restricted Common Shares. (b) The Participant represents and agrees that he or she has received such information as the Participant deems necessary in order to make an investment decision with respect to the Restricted Shares, including but not limited to the Company’s public filings made pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act Participant is capable of 1934bearing the economic risks of such investment and is able to bear the complete loss of his, as amended. The Participant represents and agrees that her or its investment in the Participant and his or her professional advisor(s), if any, have had the right to ask questions of and receive answers from the Company and its officers and directors, and to obtain such information concerning the terms and conditions of the offering of the Restricted Shares to the extent that the Company possesses the same or could acquire it without unreasonable effort or expense, as the Participant and his or her professional advisor(s), if any, deemed necessary. The Participant represents and agrees that prior to the Participant’s agreement to receive the Restricted Shares, the Participant and his or her professional advisor(s), if any, have asked such questions, received such answers and obtained such information as the Participant and his or her advisor(s), if any, deemed necessary to verify the accuracy of any other information that the Participant and his or her advisor(s), if any, deemed relevant to making an investment decision with respect to the Restricted Common Shares.