REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT $200 Million Aggregate Principal Amount 8% Series A Convertible Preferred StockRegistration Rights Agreement • February 16th, 2016 • TCP-ASC ACHI Series LLLP • 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”).
INVESTOR RIGHTS AGREEMENT INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 16th, 2016 • TCP-ASC ACHI Series LLLP • 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.
WARRANTWarrant Agreement • February 16th, 2016 • TCP-ASC ACHI Series LLLP • Services-management services • Delaware
Accretive Health, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, TCP-ASC ACHI Series LLLP or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 60,000,000 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an initial exercise price equal to $3.50 per share, at any time during the period (the “Exercise Period”) commencing on the date hereof and terminating at 5:00 p.m., New York time on February 16, 2026 (the “Expiration Date”). This Warrant (this “Warrant”) is issued pursuant to that certain Securities Purchase Agreement, dated as of December 7, 2015, by and among the Company, TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership, and solely for purposes of the sections of such agreement specified therein, Ascension Health Alliance d/b/a Ascension Health (the “Pu
Limited Liability Limited Partnership AgreementLimited Liability Limited Partnership Agreement • February 16th, 2016 • TCP-ASC ACHI Series LLLP • Services-management services • Delaware
This LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT (as amended or restated from time to time, this “Agreement”), dated as of December 7, 2015 (the “Effective Date”), of TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership with separate series (the “Partnership”), is by and among (i) the General Partner (as defined herein), which, as of the Effective Date, is TCP-ASC GP, LLC, a Delaware limited liability company (the “General Partner”) and (ii) each of the Limited Partners (as defined herein).
JOINT FILING AGREEMENTJoint Filing Agreement • February 16th, 2016 • TCP-ASC ACHI Series LLLP • Services-management services
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
