SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 21, 2022 by and among R1 RCM HOLDCO INC. (formerly R1 RCM INC.), as the Initial Borrower, R1 RCM INC. (formerly PROJECT ROADRUNNER PARENT, INC.), as the Ultimate Borrower, THE OTHER PERSONS...Credit Agreement • June 21st, 2022 • R1 RCM Inc. /DE • Services-management services • Delaware
This SECOND 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 June 21, 2022, by and among R1 RCM Holdco Inc., a Delaware corporation (formerly R1 RCM Inc.) (the “Initial Borrower”), R1 RCM Inc., a Delaware corporation (formerly Project Roadrunner Parent, Inc.) (the “Ultimate 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.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2022 • R1 RCM Inc. /DE • Services-management services • Delaware
Second Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of June 21, 2022, by and among R1 RCM Inc., a Delaware corporation (the “Company”), R1 RCM Holdco Inc. (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”).
GRANT OF PERFORMANCE BASED AWARDS PURSUANT TO THE R1 RCM INC. 2022 INDUCEMENT PLANGrant of Performance Based Awards • June 21st, 2022 • R1 RCM Inc. /DE • 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. 2022 Inducement 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”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 21st, 2022 • R1 RCM Inc. /DE • Services-management services • Delaware
Amended and Restated Investor Rights Agreement, dated as of June 21, 2022 (this “Agreement”), by and among R1 RCM Inc., a Delaware corporation (the “Company”), R1 RCM Holdco Inc. (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 • June 21st, 2022 • R1 RCM Inc. /DE • Services-management services • Delaware
Investor Rights Agreement, dated as of June 21, 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.
WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENTWarrant Assignment and Assumption Agreement • June 21st, 2022 • R1 RCM Inc. /DE • Services-management services
THIS WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into and effective as of June 21, 2022 by and among R1 RCM Holdco Inc., a Delaware corporation (f/k/a R1 RCM Inc.; f/k/a Accretive Health, Inc.) (“Old R1 RCM”), R1 RCM Inc., a Delaware corporation (f/k/a Project Roadrunner Parent Inc.) (“New R1 RCM”), and TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (“Holder”).
GRANT OF RESTRICTED STOCK UNITS PURSUANT TO THE R1 RCM INC.Restricted Stock Unit Agreement • June 21st, 2022 • R1 RCM Inc. /DE • 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. 2022 Inducement Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Human Capital Committee of the Board of Directors of the Company (the “Committee”);
WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENTWarrant Assignment and Assumption Agreement • June 21st, 2022 • R1 RCM Inc. /DE • Services-management services
THIS WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into and effective as of June 21, 2022 by and among R1 RCM Holdco Inc., a Delaware corporation (f/k/a R1 RCM Inc.; f/k/a Accretive Health, Inc.) (“Old R1 RCM”), R1 RCM Inc., a Delaware corporation (f/k/a Project Roadrunner Parent Inc.) (“New R1 RCM”), and IHC Health Services, Inc. (“Holder”).
