REGISTRATION RIGHTS AGREEMENT BY AND AMONG ENSEMBLE HEALTH PARTNERS, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF [ ], 2021Registration Rights Agreement • October 12th, 2021 • Ensemble Health Partners, Inc. • Services-management services • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2021 is made by and among Ensemble Health Partners, Inc., a Delaware corporation (the “Company”), EHL Acquisition Holdings, LLC, a Delaware limited liability company (the “GGC”); Bon Secours Mercy Health Innovations, LLC, an Ohio limited liability company (“Innovations”) and such other Persons, if any, that from time to time become party hereto as holders of Registrable Securities pursuant to Section 4.4 in their capacity as Permitted Transferees.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ENSEMBLE HEALTH PARTNERS HOLDINGS, LLC Dated as of [ ], 2021Limited Liability Company Agreement • October 12th, 2021 • Ensemble Health Partners, Inc. • Services-management services • Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Ensemble Health Partners Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of [ ], 2021 (the “Restatement Date”), by and among the Company, the Managing Member (as defined below) and the Members (as defined below), and, solely for the purposes of Section 7.06, Article IX, and Articles XI through Article XIV, PubCo (as defined below.
TAX RECEIVABLE AGREEMENT by and among ENSEMBLE HEALTH PARTNERS, INC., ENSEMBLE HEALTH PARTNERS HOLDINGS, LLC, the several EXCHANGE TRA PARTIES (as defined herein), the several REORGANIZATION TRA PARTIES (as defined herein), and the BSMH NOMINEE (as...Tax Receivable Agreement • October 12th, 2021 • Ensemble Health Partners, Inc. • Services-management services • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated [•], 2021, is hereby entered into by and among Ensemble Health Partners, Inc., a Delaware corporation (the “Corporation”, and, along with any other member of the U.S. federal income tax affiliated group filing a consolidated federal income Tax Return with the Corporation, the “Corporate Group”), Ensemble Health Partners Holdings, LLC, a Delaware limited liability company (the “LLC”), each of the Exchange TRA Parties from time to time party hereto, each of the Reorganization TRA Parties from time to time party hereto, the GGC Nominee (as defined below), and the BSMH Nominee (as defined below). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.
STOCKHOLDERS AGREEMENT BY AND AMONG ENSEMBLE HEALTH PARTNERS, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF [ ], 2021Stockholders Agreement • October 12th, 2021 • Ensemble Health Partners, Inc. • Services-management services • Delaware
This STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of [ ], 2021, is made by and among Ensemble Health Partners, Inc., a Delaware corporation (the “Company”); EHL Acquisition Holdings, LLC, a Delaware limited liability company (“GGC”); Bon Secours Mercy Health Innovations, LLC, an Ohio limited liability company (“Innovations”); and such other Persons who from time to time become party hereto by executing a counterpart signature page hereof and are designated by the Board (as defined below) as “Other Stockholders” (the “Other Stockholders” and, together with the BSMH Investor and the GGC Investor, the “Stockholders”).
