Ensemble Health Partners, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • October 19th, 2021 • Ensemble Health Partners, Inc. • Services-management services • New York
Ensemble Health Partners, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ● ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ● ] additional shares (the “Optional Shares”) of Class A Common Stock (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 19th, 2021 • Ensemble Health Partners, Inc. • Services-management services
This Indemnification Agreement (this “Agreement”) is made and entered into as of [ ], 2021, by and among Ensemble Health Partners, Inc., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR] (“Indemnitee”).
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.
CREDIT AGREEMENT Dated as of August 1, 2019 among EHL MERGER SUB, LLC, as the Initial Borrower, which on the Closing Date shall be merged with and into ENSEMBLE RCM, LLC, with ENSEMBLE RCM, LLC, surviving such merger as the Borrower ENSEMBLE...Credit Agreement • September 29th, 2021 • Ensemble Health Partners, Inc. • Services-management services • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 1, 2019 by and among EHL Merger Sub, LLC, a Delaware limited liability company (the “Initial Borrower”) (which on the Closing Date shall be merged (the “Merger”) with and into Ensemble RCM, LLC, a Delaware limited liability company, with Ensemble RCM, LLC surviving such merger as the “Borrower”), Ensemble Intermediate, LLC, a Delaware limited liability company (“Holdings”), Goldman Sachs Bank USA (“Goldman Sachs”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents and as an Issuing Bank, and as a Swing Line Lender, each other Issuing Bank from time to time party hereto and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2021 • Ensemble Health Partners, Inc. • Services-management services • Delaware
ENSEMBLE RCM, LLC, a Delaware limited liability company, ENSEMBLE HEALTH PARTNERS, INC., a Delaware corporation (collectively, “Employer”), and the undersigned executive (“Executive”), hereby agree that this Noncompete, Confidentiality, and Non-solicitation Agreement (the “Agreement”) applies to the Executive in connection with his/her employment with Employer. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to such terms in the Amended and Restated Employment Agreement, dated as of the date hereof, by and between Employer and the Executive.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • September 29th, 2021 • Ensemble Health Partners, Inc. • Services-management services • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of February 17, 2021 (this “Amendment”), is entered into by and among Ensemble RCM, LLC, a Delaware limited liability company (the “Borrower”), Goldman Sachs Bank USA, as administrative agent (the “Administrative Agent”), the undersigned 2021 Incremental Term Lenders (as defined below) and the undersigned Lenders that, together with the 2021 Incremental Term Lenders, constitute the Required Lenders.
PLEDGE AND SECURITY AGREEMENT Dated as of August 1, 2019 by and among THE GRANTORS REFERRED TO HEREIN and GOLDMAN SACHS BANK USA as Collateral AgentPatent Security Agreement • September 29th, 2021 • Ensemble Health Partners, Inc. • Services-management services • New York
This PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of August 1, 2019, by and among EHL MERGER SUB, LLC, a Delaware limited liability company (the “Initial Borrower”) (which on the Closing Date shall be merged (the “Merger”) with and into ENSEMBLE RCM, LLC, a Delaware limited liability company with ENSEMBLE RCM, LLC surviving such merger as the “Borrower”), ENSEMBLE INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), certain Subsidiaries of the Borrower from time to time party hereto as Grantors and GOLDMAN SACHS BANK USA, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
GUARANTY Dated as of August 1, 2019 amongGuaranty • September 29th, 2021 • Ensemble Health Partners, Inc. • Services-management services • New York
This GUARANTY, dated as of August 1, 2019 is among ENSEMBLE INTERMEDIATE, LLC, a Delaware corporation and the direct parent of the Borrower (as defined below) (“Holdings”), the other Guarantors set forth on Schedule I hereto and GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral Agent for the Secured Parties.
LEASE AGREEMENT by and between PROJECT ANGEL, LLC, an Ohio non-profit limited liability company (“Landlord”) and ENSEMBLE RCM LLC, D/B/A ENSEMBLE HEALTH PARTNERS, AN OHIO NON-PROFIT LIMITED LIABILITY COMPANY (“Tenant”)Lease Agreement • September 29th, 2021 • Ensemble Health Partners, Inc. • Services-management services • Ohio
THIS LEASE AGREEMENT (“Lease”) is entered into by and between PROJECT ANGEL, LLC, an Ohio non-profit limited liability company (“Landlord”) (which is the successor by merger to Reed Hartman Grooms Development 2 LLC), whose address is 1701 Mercy Health Place, Cincinnati, Ohio 45237, and ENSEMBLE RCM LLC d/b/a ENSEMBLE HEALTH PARTNERS, an Ohio non-profit limited liability company (“Tenant”), whose principal address is 4605 Duke Drive, Suite 600, Mason, Ohio 45040, as of the Effective Date.
LEASELease • September 29th, 2021 • Ensemble Health Partners, Inc. • Services-management services • Florida
MANAGEMENT EQUITY AGREEMENTManagement Equity Agreement • October 19th, 2021 • Ensemble Health Partners, Inc. • Services-management services • Delaware
THIS MANAGEMENT EQUITY AGREEMENT (this “Agreement”) is made as of , 20 (the “Effective Date”), by and among Ensemble Health Partners Holdings, LLC, a Delaware limited liability company (the “Company”), EHL Management Investors, LLC, a Delaware limited liability company (“Management Holdco”), and the individual listed as “Executive” on the signature pages hereto (“Executive”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in that certain Amended and Restated Limited Liability Company Agreement of the Company, dated as of August 1, 2019, by and among the Company and the other parties signatory thereto (as amended or modified from time to time, the “Company LLCA”).
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.
ENSEMBLE HEALTH PARTNERS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • October 19th, 2021 • Ensemble Health Partners, Inc. • Services-management services
This agreement (this “Agreement”) evidences a grant of Restricted Stock Units (“RSUs”) by Ensemble Health Partners, Inc. (the “Company”) to the individual named above (the “Participant”) pursuant to and subject to the terms of the Ensemble Health Partners, Inc. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meanings as in the Plan.
LEASE AGREEMENTLease Agreement • September 29th, 2021 • Ensemble Health Partners, Inc. • Services-management services
Mr. Ketan Sharma (PAN No. BBGPS1787Q & Aadhaar no. 235848517619) S/O Mr. Suresh Kumar Sharma, R/O #996, Phase -3B2, Sector—59 Mohali (Punjab) hereinafter referred to as the “LESSOR” (which term shall unless it be repugnant to the context or meaning thereof mean and include all his, executors, administrators, legal representatives, legal heirs, nominees and assigns) of the One Part.
STATE OF NORTH CAROLINA FIRST AMENDMENT TO LEASE AGREEMENT COUNTY OF MECKLENBUR (THE PARK - HUNTERSVILLE)Lease Agreement • September 29th, 2021 • Ensemble Health Partners, Inc. • Services-management services
THIS FIRST AMENDMENT TO LEASE AGREEMENT (the “First Amendment”) made and entered into as of the ___ day of______, 20___, by and between BANK OF AMERICA, N.A., AS TRUSTEE FOR THE BANK OF AMERICA PENSION PLAN (“Landlord”), and EXECUTIVE REVENUE CYCLE PARTNERS, LLC, a Delaware limited liability company d/b/a ENSEMBLE HEALTH PARTNERS (“Tenant”):
Equity Adjustment AgreementEquity Adjustment Agreement • October 19th, 2021 • Ensemble Health Partners, Inc. • Services-management services • Delaware
This agreement (this “Agreement”) describes certain adjustments that are being made to outstanding Class M Units of Ensemble Health Partners Holdings, LLC (“Holdings”) and EHL Management Investors, LLC (“Management Holdco”) that you and/or persons related to you (which we together refer to as “you” in this Agreement) hold (collectively, your “Awards”) in connection with the initial public offering of shares of Class A common stock of Ensemble Health Partners, Inc. (“Ensemble”) and the related reorganization transactions (together, the “IPO”). Holdings, Management Holdco, Ensemble and their subsidiaries are collectively referred to in this Agreement as the “Company”.
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”).
ContractMaster Services Agreement • September 29th, 2021 • Ensemble Health Partners, Inc. • Services-management services • Ohio
This Amended and Restated Master Services Agreement (the “Agreement”) is effective as of August __, 2019 (the “Effective Date“) by and between Ensemble RCM LLC d/b/a Ensemble Health Partners (also referred to herein as “Ensemble”), and Bon Secours Mercy Health, Inc. (also referred to herein as “Client”). Ensemble and Client are referred to herein individually as a “Party,” and collectively as the “Parties.”
GUARANTY SUPPLEMENTGuaranty Supplement • September 29th, 2021 • Ensemble Health Partners, Inc. • Services-management services
SUPPLEMENT, dated as of July 12, 2021 (this “Supplement”), to the Guaranty, dated as of August 1, 2019, among ENSEMBLE INTERMEDIATE, LLC, a Delaware corporation and the direct parent of the Borrower (as defined below) (“Holdings”), the other Guarantors set forth on Schedule I thereto and GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral Agent for the Secured Parties.
SECOND AMENDMENT TO LEASELease • September 29th, 2021 • Ensemble Health Partners, Inc. • Services-management services • Ohio
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is entered into as of April _, 2020, by and between BLUE ASH PROJECT COMPANY LLC, a Delaware limited liability company (the “Landlord”), and ENSEMBLE RCM LLC, a Delaware limited liability company and successor by conversion to Ensemble RCM LLC, an Ohio non-profit limited liability company (the “Tenant”), who agree as follows:
AMENDMENT TO LEASELease • September 29th, 2021 • Ensemble Health Partners, Inc. • Services-management services
THIS AMENDMENT TO LEASE is entered into as of January _, 2020, by and between PROJECT ANGEL, LLC, an Ohio limited liability company (the “Landlord”), and ENSEMBLE RCM LLC. a Delaware limited liability company and successor by conversion to Ensemble RCM LLC, an Ohio non-profit limited liability company (the ‘‘Tenant”), who agree as follows:
LEASE AGREEMENT BY AND BETWEEN BANK OF AMERICA, N.A., AS TRUSTEE FOR THE BANK OF AMERICA PENSION PLAN (AS LANDLORD) AND EXECUTIVE REVENUE CYCLE PARTNERS, LLC d/b/a ENSEMBLE HEALTH PARTNERS (AS TENANT)Lease Agreement • September 29th, 2021 • Ensemble Health Partners, Inc. • Services-management services
In consideration of the mutual covenants and agreements contained herein, the parties hereto agree for themselves, their successors and assigns, as follows:
