CONSULTING AGREEMENTConsulting Agreement • September 3rd, 2024 • R1 RCM Inc. /DE • Services-management services • Illinois
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of August 13, 2024 and effective as of August 12, 2024 (the “Effective Date”), is entered into by and among TowerBrook Capital Partners L.P. (“TowerBrook”), Clayton, Dubilier & Rice, LLC (“CD&R” and together with TowerBrook, the “Sponsors”) and Joseph Flanagan (“Advisor”).
LIMITED GUARANTEELimited Guarantee • September 3rd, 2024 • R1 RCM Inc. /DE • Services-management services • Delaware
This Limited Guarantee, dated as of July 31, 2024 (this “Limited Guarantee”), is made by TowerBrook Investors VI Executive Fund, L.P., a limited partnership organized under the laws of the Cayman Islands, TowerBrook Investors VI (Onshore), L.P., a limited partnership organized under the laws of the Cayman Islands, TowerBrook Investors VI (892), L.P., a limited partnership organized under the laws of Alberta, TowerBrook Investors VI (OS), L.P., a limited partnership organized under the laws of Alberta, TCC Opportunities, L.P., an Alberta limited partnership, and TB Empire Opportunities, L.P., a Cayman Islands exempted limited partnership (collectively, the “TowerBrook Guarantors”) and Clayton, Dubilier & Rice Fund XII, L.P. (the “CD&R Guarantor” and, together with the TowerBrook Guarantors, the “Guarantors” and each a “Guarantor”), in favor of R1 RCM Inc., a Delaware corporation (the “Company”). Reference is hereby made to (a) the Agreement and Plan of Merger (as amended, restated suppl
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • September 3rd, 2024 • R1 RCM Inc. /DE • Services-management services • Delaware
This INTERIM INVESTORS AGREEMENT (this “Agreement”) dated as of July 31, 2024, is entered into by and among TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (“TowerBrook”), Clayton, Dubilier & Rice Fund XII, L.P., a Cayman Islands exempted limited partnership (“CD&R”), Raven Acquisition Holdings, LLC, a Delaware limited liability company (“Parent”), Raven TopCo GP, LLC, a Delaware limited liability company (“Raven Topco GP”), Raven TopCo, L.P., a Delaware limited partnership (the “Partnership”), and Project Raven Merger Sub, Inc., a Delaware corporation (“Merger Sub”). TowerBrook and CD&R shall be referred to herein each individually as an “Investor” and collectively as the “Investors”. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 3.1.
Re: Offer LetterProprietary Interests Protection Agreement • September 3rd, 2024 • R1 RCM Inc. /DE • Services-management services • Delaware
This letter agreement (this “Agreement”) memorializes the agreement between Project Raven Merger Sub, Inc. (“Merger Sub”) and you regarding the terms of your employment with R1 RCM, Inc. (as successor in interest by merger to Merger Sub) (the “Company”) commencing upon the completion of the transactions contemplated by the Agreement and Plan of Merger by and among Raven Acquisition Holdings, LLC, Merger Sub and R1 RCM, Inc., dated as of on or about the date hereof (the “Merger Agreement”). Capitalized terms used but not defined herein have the meanings set forth in the Merger Agreement. You and Merger Sub agree as follows:
