R1 RCM INC. 15,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 1st, 2021 • R1 RCM Inc. • Services-management services • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of R1 RCM Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representatives”), an aggregate of 15,000,000 shares (the “Underwritten Shares”) of common stock, par value $0.01 per share (“Common Stock”), of the Company and, at the option of the Underwriters, up to an additional 2,250,000 shares (the “Option Shares”) of Common Stock of the Company. The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
Accretive Health, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • May 4th, 2010 • Accretive Health, Inc. • Services-management services • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 16th, 2016 • Accretive Health, Inc. • Services-management services • Delaware
This Agreement is made as of the day of , 2016, by and between Accretive Health, Inc., a Delaware corporation (the “Corporation), and (the “Indemnitee”), a director or officer of the Corporation[, and a of (the “Fund Manager”)].
GRANT OF PERFORMANCE BASED AWARDS PURSUANT TO THE R1 RCM INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLANGrant of Performance Based Awards • May 31st, 2018 • R1 RCM Inc. • Services-management services • Delaware
THIS GRANT OF PERFORMANCE BASED AWARDS (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between R1 RCM Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the R1 RCM Inc. Second Amended and Restated 2010 Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”), as administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”).
Accretive Health, Inc. Nonstatutory Stock Option Award AgreementNonstatutory Stock Option Award Agreement • December 30th, 2014 • Accretive Health, Inc. • Services-management services • Delaware
This Nonstatutory Stock Option Award is granted to the Participant under the Accretive Health, Inc. 2010 Stock Incentive Plan (the “Plan”). The Plan is attached as Exhibit 10.23 to Amendment No. 4 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 26, 2010. The grant hereunder is expressly conditioned upon the approval of a sufficient share reserve increase under the Plan to cover the award hereunder by the Company’s stockholders on or prior to December 31, 2014. In the event that such stockholder approval is not obtained for any reason, the award hereunder shall be null and void in all respects and shall not have any legal force or effect whatsoever.
AMENDED AND RESTATED GRANT OF PERFORMANCE BASED AWARDS PURSUANT TO THE R1 RCM INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLANGrant of Performance Based Awards • January 18th, 2018 • R1 RCM Inc. • Services-management services • Delaware
THIS AMENDED AND RESTATED GRANT OF PERFORMANCE BASED AWARDS (this “Agreement”), effective as of the Grant Date specified above, is entered into by and between R1 RCM Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the R1 RCM Inc. Second Amended and Restated 2010 Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”), as administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”).
GRANT OF RESTRICTED STOCK UNITS PURSUANT TO THE R1 RCM INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLANRestricted Stock Unit Award Agreement • February 18th, 2021 • R1 RCM Inc. • Services-management services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between R1 RCM Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the R1 RCM Inc. Second Amended and Restated 2010 Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Board; and
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Credit Agreement Dated as of September 30, 2009, between Accretive Health, Inc. and Bank of MontrealCredit Agreement • April 26th, 2010 • Accretive Health, Inc. • Services-management services • Illinois
This Credit Agreement is entered into as of September 30, 2009, by and between Accretive Health, Inc., a Delaware corporation (the “Borrower”), and Bank of Montreal, a Canadian chartered bank, acting through its Chicago branch (the “Bank”). All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
ContractSecurity Agreement • January 24th, 2018 • R1 RCM Inc. • Services-management services • Delaware
THIS SECURITY, AS WELL AS THE COMMON STOCK OF THE COMPANY UNDERLYING THIS SECURITY, HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY, AS WELL AS THE COMMON STOCK OF THE COMPANY UNDERLYING THIS SECURITY, MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, (II) IN THE ABSENCE OF AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS, AS EVIDENCED (IF REQUIRED BY THE COMPANY) BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, OR (III) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (PROVIDED THAT THE TRANSFEROR PROVIDES THE COMPANY WITH REASONABLE ASSURANCES (IN THE FORM OF A SELLER REPRESENTAT
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2016 • Accretive Health, Inc. • Services-management services • Delaware
Registration Rights Agreement (this "Agreement"), dated as of February 16, 2016, by and among Accretive Health, Inc., a Delaware corporation (the "Company"), TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (together with its Permitted Transferees, collectively, the "Investor").
1,150,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 1, 2021 by and among R1 RCM INC., as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, BANK OF AMERICA, N.A., as Agent for all Lenders, THE OTHER...Credit Agreement • August 3rd, 2021 • R1 RCM Inc. • Services-management services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of July 1, 2021, by and among R1 RCM Inc., a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, Bank of America, N.A. (in its individual capacity, “Bank of America”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and such Lenders.
AMENDED AND RESTATED SUPPLEMENTAL WARRANT AGREEMENT To Purchase Shares of the Series B Common Stock of HEALTHCARE SERVICES, INC. Dated as of May 31, 2007 (the “Effective Date”)Supplemental Warrant Agreement • September 29th, 2009 • Accretive Health, Inc. • Delaware
WHEREAS, Ascension Health, a Missouri not-for-profit corporation (the “Warrantholder”) has entered into a Restricted Stock Agreement dated as of November 7, 2004 (the “Restricted Stock Agreement”) with Healthcare Services, Inc. d/b/a Accretive Health, a Delaware corporation (the “Company”); and
GRANT OF PERFORMANCE BASED AWARDS PURSUANT TO THE R1 RCM INC. THIRD AMENDED AND RESTATED 2010 STOCK INCENTIVE PLANGrant of Performance Based Awards • June 14th, 2022 • R1 RCM Inc. • Services-management services • Delaware
THIS GRANT OF PERFORMANCE BASED AWARDS (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between R1 RCM Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the R1 RCM Inc. Third Amended and Restated 2010 Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”), as administered by the Human Capital Committee of the Board of Directors of the Company (the “Committee”).
Accretive Health, Inc. Restricted Stock Award AgreementRestricted Stock Award Agreement • March 10th, 2016 • Accretive Health, Inc. • Services-management services • Delaware
This Restricted Stock Award is granted to the Participant under the Amended and Restated Accretive Health, Inc. 2010 Stock Incentive Plan (the “Plan”). Terms that are not defined herein shall have the meaning ascribed to such terms under the Plan (except as otherwise expressly provided herein).
Accretive Health, Inc. Restricted Stock Award AgreementRestricted Stock Award Agreement • December 30th, 2014 • Accretive Health, Inc. • Services-management services • Delaware
This Restricted Stock Award is granted to the Participant on a stand-alone basis, outside the Accretive Health, Inc. 2010 Stock Incentive Plan (the “Plan”), as a material inducement for the Participant to accept the position of Chief Operating Officer of the Company and enter into the Offer Letter Agreement with the Company dated April 27, 2013 (the “Offer Letter Agreement”). Notwithstanding the foregoing, it is intended that all of the terms and conditions of the Plan that would otherwise have been applicable to this Restricted Stock Award had this Restricted Stock Award been granted under the Plan (except as otherwise expressly provided herein) be applicable to this Restricted Stock Award, and accordingly, references to the Plan are made herein for such purpose and those terms are incorporated herein by reference. The Plan is attached as Exhibit 10.23 to Amendment No. 4 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 26
295,000,000 CREDIT AGREEMENT Dated as of May 8, 2018 by and among R1 RCM INC., as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, BANK OF AMERICA, N.A., as Agent for all Lenders, THE OTHER FINANCIAL INSTITUTIONS...Credit Agreement • May 8th, 2018 • R1 RCM Inc. • Services-management services • Delaware
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of May 8, 2018, by and among R1 RCM Inc., a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, Bank of America, N.A. (in its individual capacity, “Bank of America”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and such Lenders.
HEALTHCARE SERVICES, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 29th, 2009 • Accretive Health, Inc. • Delaware
This RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is made as of the day of , , by and between HEALTHCARE SERVICES, INC., a Delaware corporation (the “Company”), and (the “Recipient”).
ContractPreferred Stock Agreement • January 6th, 2021 • R1 RCM Inc. • Services-management services
This PREFERRED STOCK AGREEMENT (this “Agreement”) dated as of January 5, 2021, is entered into by and between R1 RCM Inc., a Delaware corporation (the “Company”), and TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 24th, 2018 • R1 RCM Inc. • Services-management services • Delaware
Securities Purchase Agreement (this "Agreement"), dated January 23, 2018, by and between R1 RCM Inc., a Delaware corporation (the "Company"), and IHC Health Services, Inc., a Utah non-profit corporation (the "Investor").
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 11th, 2022 • R1 RCM Inc. • Services-management services • Delaware
Second Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of [•], 2022, by and among R1 RCM Inc., a Delaware corporation (the “Company”), [•] (formerly known as R1 RCM Inc.), a Delaware corporation and wholly-owned subsidiary of the Company (“Former Pubco”), TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (“TCP-ASC”), IHC Health Services, Inc., a Utah non-profit corporation (“IHC”), CoyCo 1, L.P., a Delaware limited partnership (“CoyCo 1”), CoyCo 2, L.P., a Delaware limited partnership (“CoyCo 2”), and Shared Business Services, LLC, a Delaware limited liability company and a subsidiary of LifePoint Health, Inc., a Delaware corporation (“LifePoint” and, together with TCP-ASC, IHC, CoyCo 1 and CoyCo 2 and their respective Permitted Transferees, collectively, the “Investors”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Security AgreementSecurity Agreement • April 26th, 2010 • Accretive Health, Inc. • Services-management services • Illinois
This Security Agreement (the “Agreement”) is dated as of September 30, 2009, among Accretive Health, Inc., a Delaware corporation (the “Borrower”), and the other parties executing this Agreement under the heading “Debtors” (the Borrower and such other parties, along with any parties who execute and deliver to the Secured Party referred to herein an agreement attached hereto as Schedule H, being hereinafter referred to collectively as the “Debtors” and individually as a “Debtor”), each with its mailing address as set forth in Section 12(b) hereof, and Bank of Montreal, a Canadian chartered bank, acting through its Chicago branch (the “Secured Party”), with its mailing address as set forth in Section 12(b) hereof. The term “Debtor” and “Debtors” as used herein shall mean and include the Debtors collectively and also each individually, with all grants, representations, warranties and covenants of and by the Debtors, or any of them, herein contained to constitute joint and several grants,
Re: Retention and Enhanced Severance Letter AgreementRetention and Enhanced Severance Letter Agreement • March 10th, 2016 • Accretive Health, Inc. • Services-management services • Delaware
As you know, TowerBrook Capital Partners, L.P. (“TowerBrook”) and Ascension Health Alliance d/b/a Ascension (“Ascension Health”) have been in discussions with Accretive Health, Inc. (the “Company”) with respect to a potential transaction in which an entity to be formed by TowerBrook and Ascension Health (the “Investor”) will make a cash investment in the Company in exchange for shares of the Company (the “Investment” and the agreement through which the Investment is effected, the “SPA”). Prior to entering into the SPA, the Investor has asked that you agree that your retention and enhanced severance letter agreement with the Company, dated as of August 12, 2015 and amended as of October 19, 2015 (the “Retention Agreement”), will terminate sooner than December 31, 2015 (its current expiration date). Although the Investment will not constitute a “Change of Control” within the meaning of your Retention Agreement, in consideration for your agreement to the early termination of your Retentio
AMENDED AND RESTATED MASTER SERVICES AGREEMENT by and between Healthcare Services, Inc. d/b/a Accretive Health and Ascension Health as of December 13, 2007Master Services Agreement • April 26th, 2010 • Accretive Health, Inc. • Services-management services • Missouri
MASTER SERVICES AGREEMENT, as amended and restated as of December 13, 2007 by and between Healthcare Services, Inc. d/b/a Accretive Health, a Delaware corporation (“Accretive”) and Ascension Health, a Missouri nonprofit corporation (“Ascension Health”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 10th, 2016 • Accretive Health, Inc. • Services-management services • Delaware
Investor Rights Agreement, dated as of February 16, 2016 (the "Agreement"), by and among Accretive Health, Inc., a Delaware corporation (the "Company"), TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (the "Investor") and, solely for purposes of Section 4, Section 6 and Section 11, the undersigned Investor Affiliates.
ACCRETIVE HEALTH, INC. 401 N. Michigan Avenue Suite 2700 Chicago, Illinois 60611Offer Letter • December 30th, 2014 • Accretive Health, Inc. • Services-management services • Illinois
Any fractional shares resulting from the application of the vesting provisions contained in this Section 2 shall be rounded down to the nearest whole number of shares.
THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 9th, 2011 • Accretive Health, Inc. • Services-management services • Delaware
This Third Amended and Restated Stockholders’ Agreement amends and restates in its entirety the Second Amended and Restated Stockholders’ Agreement, dated as of December 1, 2005, by and among the Company, the Investors, Tolan and Accretive Investors (the “Second Amended and Restated Stockholders’ Agreement”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings set forth on Annex A hereto.
Accretive Health, Inc. Nonstatutory Stock Option Award AgreementNonstatutory Stock Option Award Agreement • August 20th, 2015 • Accretive Health, Inc. • Services-management services • Delaware
This Nonstatutory Stock Option Award is granted to the Participant on a stand-alone basis, outside the Accretive Health, Inc. 2010 Stock Incentive Plan (the “Plan”), as a material inducement for the Participant to accept the position of Chief Strategy Officer of the Company and enter into the Offer Letter Agreement with the Company dated November 11, 2014 (the “Offer Letter Agreement”). Notwithstanding the foregoing, it is intended that all of the terms and conditions of the Plan that would otherwise have been applicable to this Nonstatutory Stock Option Award had this Nonstatutory Stock Option Award been granted under the Plan (except as otherwise expressly provided herein) be applicable to this Nonstatutory Stock Option Award, and accordingly, references to the Plan are made herein for such purpose and those terms are incorporated herein by reference. The Plan is attached as Exhibit 10.23 to Amendment No. 4 to the Company’s Registration Statement on Form S-1/A filed with the Securiti
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 11th, 2022 • R1 RCM Inc. • Services-management services • Delaware
Amended and Restated Investor Rights Agreement, dated as of [•], 2022 (this “Agreement”), by and among R1 RCM Inc., a Delaware corporation (the “Company”), [•] (formerly known as R1 RCM Inc. and Accretive Health, Inc.), a Delaware corporation (“Former Pubco”), TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (the “Investor”) and, solely for purposes of Section 4, Section 6 and Section 11, the undersigned Investor Affiliates.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 11th, 2022 • R1 RCM Inc. • Services-management services • Delaware
Investor Rights Agreement, dated as of [•], 2022 (this “Agreement”), by and among R1 RCM Inc., a Delaware corporation (the “Company”), CoyCo 1, L.P., a Delaware limited partnership (“Coyco 1”), and Coyco 2, L.P., a Delaware limited partnership (“Coyco 2”, each of Coyco 1 and Coyco 2, an “Investor” and collectively, the “Investors”), and, solely for purposes of Section 4, Section 6 and Section 11, the undersigned Investor Affiliate.
Severance Agreement and Release of ClaimsSeverance Agreement • December 30th, 2014 • Accretive Health, Inc. • Services-management services • Illinois
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 8th, 2015 • Accretive Health, Inc. • Services-management services • Delaware
Investor Rights Agreement, dated as of [●], 2016 (the “Agreement”), by and among Accretive Health, Inc., a Delaware corporation (the “Company”), TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (the “Investor”) and, solely for purposes of Section 4, Section 6 and Section 11, the undersigned Investor Affiliates.
AMENDMENT TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 6th, 2021 • R1 RCM Inc. • Services-management services
This AMENDMENT to Investor Rights Agreement (this “Amendment”), dated as of [●], 2021, is entered into by and between R1 RCM Inc., a Delaware corporation (the “Company”), and TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (the “Investor”).
Accretive Health, Inc. Nonstatutory Stock Option Award AgreementNonstatutory Stock Option Award Agreement • November 2nd, 2016 • Accretive Health, Inc. • Services-management services • Delaware
This Nonstatutory Stock Option Award is granted to the Participant pursuant to the Accretive Health, Inc. Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The Plan is attached as [Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-34746) filed by the Company on August 20, 2015].
Accretive Health, Inc. Nonstatutory Stock Option Agreement Granted Under 2010 Stock Incentive PlanNonstatutory Stock Option Agreement • April 26th, 2010 • Accretive Health, Inc. • Services-management services • Delaware
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 23rd, 2020 • R1 RCM Inc. • Services-management services
This AMENDMENT NO. 1 (this “Amendment”) dated as of March 20, 2020 to the Credit Agreement dated as of June 26, 2019 (as amended, supplemented or otherwise modified prior to the Amendment No. 1 Effective Date (as defined below), the “Credit Agreement”), among R1 RCM Inc., a Delaware corporation (the “Borrower”), the other Credit Parties party thereto, and Bank of America, N.A. (in its individual capacity, “Bank of America”), as Agent for the Lenders party thereto, is entered into and among the Borrower, the other Credit Parties, the Agent, and the financial institutions party hereto as Lenders and as 2020 DDTL Lenders (as defined below).
