Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - R1 RCM INC. | c63355a1sv1za.htm |
EX-1.1 - EX-1.1 - R1 RCM INC. | c63355a1exv1w1.htm |
EX-5.1 - EX-5.1 - R1 RCM INC. | c63355a1exv5w1.htm |
EX-23.1 - EX-23.1 - R1 RCM INC. | c63355a1exv23w1.htm |
Exhibit 10.26
EXECUTION VERSION
Accretive Health
401 North Michigan Avenue
Suite 2700
Chicago, IL 60604
401 North Michigan Avenue
Suite 2700
Chicago, IL 60604
March 20, 2011
To the Parties Listed on
Schedule A Attached Hereto
Schedule A Attached Hereto
Reference is made to that certain Third Amended and Restated Stockholders Agreement, dated as of
February 22, 2009, by and among Accretive Health, Inc., a Delaware corporation formerly known as
Healthcare Services, Inc. (the Company), Accretive Investors SBIC, L.P., a Delaware
limited partnership, Accretive Investors V, LLC, a Delaware limited liability company, FW Oak Hill
Accretive Healthcare Investors, L.P., a Delaware limited partnership, Mary Tolan, an individual
resident of the State of Illinois, and the other parties to the Agreement, as amended from time to
time (the Agreement).
Whereas, in accordance with Section 6.2(g) of the Agreement, the Company has permitted the parties
listed on Schedule A attached hereto (each an Additional Seller and together the
Additional Sellers) to include shares (the Shares) of Common Stock in the
registration statement for the Underwritten Offering (as defined in the Agreement) contemplated by
the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission on
March 9, 2011, this letter hereby confirms that each Additional Seller shall be entitled to the
benefits, and subject to the obligations, of Sections 6.4 and 6.5 of the Agreement with respect to
the Shares as if such Additional Seller were a party to the Agreement and the Shares were
Registrable Securities under the Agreement.
This letter agreement may be executed in any number of counterpart signature pages, each of which
shall be deemed to be an original, and all of which together shall constitute one and the same
document. This letter agreement may be executed by exchange of signatures by facsimile.
This letter agreement shall be governed by and construed in accordance with the laws of the State
of Delaware, without giving effect to the conflicts of laws principles thereof.
[signature pages follow]
IN WITNESS WHEREOF, the parties hereto have executed this letter agreement or caused this
letter agreement to be executed by their duly authorized representatives, as of the date first
written above.
ACCRETIVE HEALTH, INC. |
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By: | /s/ John Staton | ||||
Name: John Staton | |||||
Title: CFO | |||||
ASCENSION HEALTH |
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By: | /s/ Anthony J. Speranzo | ||||
Name: Anthony J. Speranzo | |||||
Title: Senior Vice President and Chief Financial Officer | |||||
MICHAEL E. ZIMMERMAN |
|||||
/s/ Michael E. Zimmerman | |||||
ZIMMERMAN IRREVOCABLE CHILDRENS TRUST |
|||||
By: | /s/ Michael E. Zimmerman | ||||
Name: Michael E. Zimmerman | |||||
Title: Trustee | |||||
MICHAEL E. ZIMMERMAN GRANTOR-RETAINED ANNUITY TRUST |
||||
By: | /s/ Bridget A. Zimmerman | |||
Name: Bridget A. Zimmerman | ||||
Title: Trustee | ||||
MICHAEL E. ZIMMERMAN GRANTOR-RETAINED ANNUITY TRUST II |
||||
By: | /s/ Bridget A. Zimmerman | |||
Name: Bridget A. Zimmerman | ||||
Title: Trustee | ||||
THE ANNE T. AND ROBERT M. BASS FOUNDATION |
||||
By: | /s/ John Fant | |||
Name: John Fant | ||||
Title: Vice President | ||||
KNIGHT FOUNDATION |
||||
By: | /s/ Lisa G. McKillips | |||
Name: Lisa G. McKillips | ||||
Title: Assistant Secretary | ||||
Schedule A
Ascension Health
Michael E. Zimmerman
Zimmerman Irrevocable Childrens Trust
Michael E. Zimmerman Grantor-Retained Annuity Trust
Michael E. Zimmerman Grantor-Retained Annuity Trust II
The Anne T. and Robert M. Bass Foundation
Knight Foundation
Michael E. Zimmerman
Zimmerman Irrevocable Childrens Trust
Michael E. Zimmerman Grantor-Retained Annuity Trust
Michael E. Zimmerman Grantor-Retained Annuity Trust II
The Anne T. and Robert M. Bass Foundation
Knight Foundation