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”).
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.
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”).
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.
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”.
