SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ACCRETIVE HEALTH, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

00438V103

(CUSIP Number)

Glenn Miller

c/o TowerBrook Capital Partners L.P.

Park Avenue Tower

65 East 55th Street, 27th Floor

New York, NY 10022

(212) 699-2200

Copy to:

Steven A. Cohen

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

(212) 403-1000

Joseph R. Impicciche

c/o Ascension Health Alliance

101 S. Hanley Road, Suite 450

St. Louis, MO 63105

(314) 733-8000

Copy to:

Stephen A. Infante

Covington & Burling LLP

620 Eighth Avenue

New York, NY 10018

(212) 841-1000

(Name, Address and Telephone Number of Persons

Authorized to Receive Notices and Communications)

February 16, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No.              00438V103

1.	NAMES OF REPORTING PERSONS TCP-ASC ACHI Series LLLP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    x (b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 140,000,000 (1)
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 140,000,000 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 140,000,000 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock: 57.5% (1) (2)
14.	TYPE OF REPORTING PERSON (see instructions) PN

(1) Consists of 80,000,000 shares of Common Stock issuable upon conversion of 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant, such Series A Preferred Stock and Warrant issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 103,361,388 shares of Common Stock outstanding as of October 30, 2015 as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 9, 2015 and (2) 140,000,000 shares of Common Stock (see Note 1).

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CUSIP No.              00438V103

1.	NAMES OF REPORTING PERSONS TCP-ASC GP, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    x (b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 140,000,000 (1)
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 140,000,000 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 140,000,000 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock: 57.5% (1) (2)
14.	TYPE OF REPORTING PERSON (see instructions) OO

(1) Consists of 80,000,000 shares of Common Stock issuable upon conversion of 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant, such Series A Preferred Stock and Warrant issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 103,361,388 shares of Common Stock outstanding as of October 30, 2015 as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 9, 2015 and (2) 140,000,000 shares of Common Stock (see Note 1).

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CUSIP No.              00438V103

1.	NAMES OF REPORTING PERSONS TI IV ACHI Holdings GP, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    x (b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 140,000,000 (1)
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 140,000,000 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 140,000,000 (1) (3)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock: 57.5% (1) (2)
14.	TYPE OF REPORTING PERSON (see instructions) OO

(1) Consists of 80,000,000 shares of Common Stock issuable upon conversion of 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant, such Series A Preferred Stock and Warrant issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 103,361,388 shares of Common Stock outstanding as of October 30, 2015 as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 9, 2015 and (2) 140,000,000 shares of Common Stock (see Note 1).

(3) TI IV ACHI Holdings GP, LLC disclaims beneficial ownership of 63,000,000 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

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CUSIP No.              00438V103

1.	NAMES OF REPORTING PERSONS TI IV ACHI Holdings, LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    x (b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 140,000,000 (1)
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 140,000,000 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 140,000,000 (1) (3)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock: 57.5% (1) (2)
14.	TYPE OF REPORTING PERSON (see instructions) PN

(1) Consists of 80,000,000 shares of Common Stock issuable upon conversion of 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant, such Series A Preferred Stock and Warrant issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 103,361,388 shares of Common Stock outstanding as of October 30, 2015 as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 9, 2015 and (2) 140,000,000 shares of Common Stock (see Note 1).

(3) TI IV ACHI Holdings, LP disclaims beneficial ownership of 63,000,000 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

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CUSIP No.              00438V103

1.	NAMES OF REPORTING PERSONS TowerBrook Investors Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    x (b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 140,000,000 (1)
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 140,000,000 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 140,000,000 (1) (3)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock: 57.5% (1) (2)
14.	TYPE OF REPORTING PERSON (see instructions) OO

(1) Consists of 80,000,000 shares of Common Stock issuable upon conversion of 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant, such Series A Preferred Stock and Warrant issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 103,361,388 shares of Common Stock outstanding as of October 30, 2015 as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 9, 2015 and (2) 140,000,000 shares of Common Stock (see Note 1).

(3) TowerBrook Investors Ltd. disclaims beneficial ownership of 63,000,000 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

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CUSIP No.              00438V103

1.	NAMES OF REPORTING PERSONS Neal Moszkowski
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    x (b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 140,000,000 (1)
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 140,000,000 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 140,000,000 (1) (3)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock: 57.5% (1) (2)
14.	TYPE OF REPORTING PERSON (see instructions) IN

(1) Consists of 80,000,000 shares of Common Stock issuable upon conversion of 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant, such Series A Preferred Stock and Warrant issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 103,361,388 shares of Common Stock outstanding as of October 30, 2015 as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 9, 2015 and (2) 140,000,000 shares of Common Stock (see Note 1).

(3) Neal Moszkowski disclaims beneficial ownership of 63,000,000 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

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CUSIP No.              00438V103

1.	NAMES OF REPORTING PERSONS Ramez Sousou
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    x (b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION U.K.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 140,000,000 (1)
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 140,000,000 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 140,000,000 (1) (3)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock: 57.5% (1) (2)
14.	TYPE OF REPORTING PERSON (see instructions) IN

(1) Consists of 80,000,000 shares of Common Stock issuable upon conversion of 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant, such Series A Preferred Stock and Warrant issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 103,361,388 shares of Common Stock outstanding as of October 30, 2015 as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 9, 2015 and (2) 140,000,000 shares of Common Stock (see Note 1).

(3) Ramez Sousou disclaims beneficial ownership of 63,000,000 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

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CUSIP No.              00438V103

1.	NAMES OF REPORTING PERSONS ASCENSION HEALTH ALLIANCE
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    x (b)    ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Missouri

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 140,000,000 (1)
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER  140,000,000 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock: 140,000,000 (1) (3)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Common Stock: 57.5% (1) (2)
14.	TYPE OF REPORTING PERSON (see instructions) CO

(1) Consists of 80,000,000 shares of Common Stock issuable upon conversion of 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant, such Series A Preferred Stock and Warrant issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 103,361,388 shares of Common Stock outstanding as of October 30, 2015 as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 9, 2015 and (2) 140,000,000 shares of Common Stock (see Note 1).

(3) Ascension Health Alliance disclaims beneficial ownership of 77,000,000 shares of Common Stock held directly by Series TB (as defined in Item 6 herein).

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ITEM 1.  Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to shares of common stock, par value $0.01 per share (the “Common Stock”) of Accretive Health, Inc., a Delaware corporation (“Accretive” or the “Issuer”).

The Issuer’s executive offices are located at 401 North Michigan Avenue, Suite 2700, Chicago, Illinois 60611.

ITEM 2.  Identity and Background.

This Statement is being filed jointly pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to report the beneficial ownership that TCP-ASC ACHI Series LLLP (the “Partnership”), TCP-ASC GP, LLC (the “Partnership GP”), TI IV ACHI Holdings GP, LLC (the “Aggregator GP”), TI IV ACHI Holdings, LP (the “Aggregator”), TowerBrook Investors Ltd. (“TowerBrook” and together with the Aggregator GP and the Aggregator, the “TowerBrook Entities”), Neal Moszkowski, Ramez Sousou and Ascension Health Alliance d/b/a Ascension (“Ascension”) (together, the “Reporting Persons”), may be deemed to have acquired pursuant to the Securities Purchase Agreement (the “Purchase Agreement”), dated as of December 7, 2015, by and among the Partnership, Ascension and the Issuer, a copy of which is attached as Exhibit 7.1 hereto. Pursuant to the Purchase Agreement, at Closing (as defined in the Purchase Agreement), which occurred on February 16, 2016, the Partnership acquired from the Issuer (the “Purchase”) (i) 200,000 shares of Accretive’s 8.00% Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) for an aggregate price of $200 million and (ii) a warrant to acquire up to 60 million shares of Common Stock on the terms and subject to the conditions set forth in the Warrant Agreement (the “Warrant”). As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that any of the Reporting Persons are beneficial owners of any of the securities covered by this statement.

The Reporting Persons have entered into an agreement relating to the joint filing of this Statement (the “Joint Filing Agreement”) in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act, a copy of which is attached as Exhibit 7.2 hereto. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information given by another Reporting Person. By their respective signatures on this Statement, each of the Reporting Persons agrees that this Statement is filed on behalf of such Reporting Person.

The Partnership is a Delaware series limited liability limited partnership that was formed to effect the Purchase. Its registered office is located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, and its telephone number is (212) 699-2200. The Partnership’s current business is limited to owning the Warrant, any Series A Preferred Stock, any shares of Series A Preferred Stock issued as PIK dividends, or any shares of Common Stock issued upon a conversion of the Series A Preferred Stock or exercise of the Warrant (the “Securities”). The sole general partner of the Partnership is the Partnership GP, and the limited partners of the Partnership are the Aggregator and Ascension.

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The Partnership GP is a Delaware limited liability company that was formed to effect the Purchase. Its registered office is located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, and its telephone number is (212) 699-2200. The Partnership GP has not conducted, nor does it expect to conduct, any business other than in connection with the Purchase and the ownership of the Securities. The members of the Partnership GP are the Aggregator and Ascension.

The Aggregator is a Delaware limited partnership that was formed to effect the Purchase. Its registered office is located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, and its telephone number is (212) 699-2200. The Aggregator has not conducted, nor does it expect to conduct, any business other than in connection with the Purchase and the ownership of the Securities. The sole general partner of the Aggregator is the Aggregator GP, and the limited partners of the Aggregator are TowerBrook Investors IV (Onshore), L.P., TowerBrook Investors IV (OS), L.P., TowerBrook Investors IV Executive Fund, L.P., TowerBrook Investors IV (892), L.P. and TowerBrook Investors IV Team Daybreak, L.P. (each, a “TowerBrook Fund” and collectively, the “TowerBrook Funds”).

The Aggregator GP is a Delaware limited liability company that was formed to effect the Purchase. Its registered office is located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, and its telephone number is (212) 699-2200. The Aggregator GP has not conducted, nor does it expect to conduct, any business other than in connection with the Purchase and the ownership of the Securities. The sole member of the Aggregator GP is TowerBrook.

TowerBrook is a Cayman Islands corporation and its principal business is to serve as the general partner or member of various affiliates of investment funds managed or advised by TowerBrook Capital Partners L.P. Its principal business address is 66 East 55th Street, 27th Floor, New York, New York 10022. The directors of TowerBrook are Neal Moszkowski and Ramez Sousou.

Neal Moszkowski is a citizen of the United States and director and, with Ramez Sousou, one of the joint controlling shareholders, of TowerBrook. His principal occupation relates to his position with the TowerBrook Entities and affiliated funds and investment vehicles. His principal business address is 66 East 55th Street, 27th Floor, New York, New York 10022.

Ramez Sousou is a citizen of the United Kingdom and director and, with Neal Moszkowski, one of the joint controlling shareholders, of TowerBrook. His principal occupation relates to his position with the TowerBrook Entities and affiliated funds and investment vehicles. His principal business address is Kinnaird House, 1 Pall Mall East, London SW1Y5AU, U.K.

Ascension is a Missouri not-for-profit corporation that operates the largest non-profit health system in the United States. Ascension’s principal business address is 101 S. Hanley Road, Suite 450, St. Louis, Missouri and its telephone number is (314) 733-8000.

The name, primary business address, citizenship and present principal occupation of each director and executive officer of each Reporting Person is set forth in Schedule A to this Statement, which is incorporated herein by reference.

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Except as disclosed herein, none of the Reporting Persons, nor, to the best of any Reporting Person’s knowledge, any director, executive officer or controlling person of any Reporting Person, has, during the last five years, been (a) convicted of a criminal violation (excluding traffic violations and similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3.  Source or Amount of Funds or Other Consideration.

The information set forth in Item 6 of this Statement is hereby incorporated by reference in this Item 3.

The Reporting Persons may be deemed to have acquired beneficial ownership of the shares of Common Stock reported on this Statement on February 16, 2016 pursuant to the Purchase Agreement. The funding for the Purchase was obtained from the Aggregator from the contributed capital of the investment funds managed or advised by TowerBrook Capital Partners L.P. The funding for the Purchase was obtained from Ascension from available cash.

ITEM 4.  Purpose of Transaction.

The information set forth in Item 6 of this Statement is hereby incorporated by reference in this Item 4.

Each Reporting Person may be deemed to have acquired beneficial ownership of the shares of Common Stock reported on this Statement on February 16, 2016, pursuant to the Purchase Agreement, and intends to hold such shares for investment purposes. Except as disclosed in this Item 4, none of the Reporting Persons, nor, to the best of any Reporting Person’s knowledge, any director, executive officer or controlling person of any Reporting Person has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.

Each Reporting Person intends to continuously review its investment in the Issuer, and may in the future determine (i) to acquire additional securities of the Issuer, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by it or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. Notwithstanding anything contained herein, each Reporting Person specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), each Reporting Person currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to such Reporting Person; developments with respect to the business of such Reporting Person; changes in law and government regulations; general economic conditions; and money and stock market.

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ITEM 5.  Interest in Securities of the Issuer.

The information contained on the cover pages of this Statement are incorporated by reference.

(a) In the aggregate, the Reporting Persons may be deemed to beneficially own, as of the date on the cover page to this Statement, an aggregate of 140,000,000 shares of Common Stock, including 60 million shares of Common Stock that may be issued upon exercise of the Warrant.

(b) Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed to have shared voting, disposition and investment power with respect to 140,000,000 shares of Common Stock issuable upon the conversion of 200,000 shares of Series A Preferred Stock and the exercise of the Warrant. Each of the Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski and Ramez Sousou disclaims beneficial ownership of 63,000,000 shares of Common Stock held directly by Series AS (as defined in Item 6 herein). Ascension disclaims beneficial ownership of 77,000,000 shares of Common Stock held directly by Series TB (as defined in Item 6 herein).

(c) Other than the shares reported herein, none of the Reporting Persons has effected any transaction involving the Common Stock in the 60 days prior to filing this Schedule 13D.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

ITEM 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Item 2 of this Statement is hereby incorporated by reference in this Item 6.

Background of the Transaction

On July 16, 2015, Accretive issued a press release announcing, among other things, that its Board of Directors had resolved to undertake a review of strategic alternatives to enhance stockholder value. As part of this process, Ascension and TowerBrook Capital Partners L.P. submitted a joint proposal, in which Ascension and Accretive would enter into a long-term strategic partnership and would amend and restate their Master Professional Services Agreement (“MPSA”) for a 10-year term to cover all of Ascension’s net patient revenue (“NPR”). In addition, a newly formed investment vehicle owned by Ascension and the TowerBrook Funds, the Partnership, would make a $200 million growth investment in Accretive as more fully described herein. At the Closing, Ascension and Accretive would amend and restate their existing MPSA, and Ascension would transition more than $8 billion in new NPR to Accretive over the next several years. The new NPR would represent an increase of approximately

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47% over Accretive’s existing NPR base under management. Ascension and Accretive anticipated transitioning the new NPR beginning in the middle of 2016. Additionally, as part of the amended MPSA, Ascension would transition all PAS needs of its hospitals to Accretive’s PAS business.

Concurrently with the Closing, Accretive and Ascension amended and restated the MPSA to reflect (i) new terms for the addition of new Ascension hospital systems and (ii) modification of existing terms for existing Ascension hospital systems currently receiving revenue cycle management services from Accretive. The amended and restated MPSA provides for, among other things: (a) the transition to Accretive of Ascension’s PAS needs over a period of approximately two years, (b) the standardization of revenue cycle management services across all of the Ascension hospital systems managed by Accretive, (c) a reset of the existing baseline regarding incentive fees for the Ascension hospital systems currently managed by Accretive, as well as the periodic assessment and possible re-set of baselines for the determination of incentive fees, (d) the periodic assessment and potential re-set of baselines for the determination of incentive fees (with a frequency not to exceed once every two years) for the Ascension hospital systems not currently managed by Accretive, (e) the implementation of comprehensive re-badging of existing revenue cycle operation employees in connection with the transition to Accretive of the revenue cycle management operations of new hospital systems, as well as such operations currently managed by Accretive for the currently in-scope hospital systems, (f) the deletion and/or modification of certain of Ascension’s termination rights and (g) the addition of service levels related to patient and employee satisfaction.

The following is a summary of the material terms of the Purchase, which occurred on February 16, 2016. The following descriptions do not purport to cover all of the provisions of the documents described below and are qualified in their entirety by reference to the full text of the agreements, which have been filed as Exhibits hereto and are incorporated herein by reference.

Securities Purchase Agreement

On December 7, 2015, Accretive entered into the Purchase Agreement to sell to the Partnership, in private placements under the Securities Act of 1933, as amended, 200,000 shares of the Series A Preferred Stock for an aggregate price of $200 million and the Warrant. The Series A Preferred Stock issued to the Partnership pursuant to the Purchase Agreement is immediately convertible into shares of the Common Stock. In connection with entry into the Purchase Agreement, the Issuer agreed to pay the Partnership, upon the closing of the transactions contemplated by the Purchase Agreement, a funding fee of $4 million and reimburse the Partnership for up to a maximum of $10 million to cover reasonable out-of-pocket expenses. The Reporting Persons completed the purchase and sale of the Series A Preferred Stock and the Warrant (the “Closing”) on February 16, 2016. The Closing was conditioned upon the negotiation and execution of the MPSA on terms more fully described herein and the satisfaction of customary closing conditions.

The Purchase Agreement is filed as Exhibit 7.1 to this Statement and the foregoing summary of the Purchase Agreement is qualified in its entirety by reference to Exhibit 7.1.

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Warrant

Concurrently with the Closing, Accretive executed and delivered the Warrant to acquire up to a total of 60,000,000 shares of Common Stock at an initial exercise price equal to $3.50 per share, at any time during the period commencing on the date of Closing and terminating at 5:00 p.m., New York time, on the 10th anniversary of the Closing.

The Warrant is filed as Exhibit 7.5 to this Statement and the foregoing summary of the Form of Warrant is qualified in its entirety by reference to Exhibit 7.5.

Series A Preferred Stock

The terms, rights, obligations and preferences of the Series A Preferred Stock are set forth in the Certificate of Designations of the 8.00% Series A Convertible Preferred Stock (the “Series A CoD”). Dividends on the Series A Preferred Stock are due on January 1, April 1, July 1 and October 1 of each year (each, a “Series A Dividend Payment Date”). The Series A Preferred Stock will also participate in dividends declared and paid on the Common Stock. Dividends are payable at the per annum dividend rate of 8.00% of the liquidation preference, which is initially $1,000 per share. Until the seventh anniversary of the Closing, the Preferred Dividend will be payable in kind through the issuance of additional shares of Series A Preferred Stock. Following the seventh anniversary of the Closing, the Preferred Dividend will be paid in cash to the extent that Accretive has funds legally available for such payment and the Board declares a cash dividend payable. In the event Accretive does not declare and pay a dividend in cash on any Series A Dividend Payment Date, an amount equal to the cash dividend due on such Series A Dividend Payment Date will be added to the liquidation preference.

Each share of Series A Preferred Stock is immediately convertible, at the option of the holder, into the number of shares of Common Stock equal to the “Conversion Price” (as that term is defined in the Series A CoD) multiplied by the then applicable “Conversion Rate” (as that term is defined in the Series A CoD). Each share of Series A Preferred Stock is initially convertible into 400 shares of Common Stock, representing an initial “conversion price” of $2.50. The Conversion Rate is subject to weighted average anti-dilution adjustments.

The Series A Preferred Stock is redeemable at the option of the holder in the event of a “Change of Control” (as that term is defined in the Series A CoD) of Accretive, or if Accretive

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commences a voluntary bankruptcy, consents to the entry of an order against it in an involuntary bankruptcy, consents to the appointment of a custodian for all or substantially all of its property, makes a general assignment for the benefit of creditors or changes its primary business, or if the Common Stock fails to be listed on any of the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock Exchange or any other United States national securities exchange without the simultaneous listing on another of such exchanges at any time after the first anniversary of the Closing and ceases to be listed at any time thereafter.

The holders of the Series A Preferred Stock are entitled to vote with the holders of the Common Stock on an as-converted basis. For so long as the Partnership or their affiliates collectively own any shares of the Series A Preferred Stock, then the affirmative vote or consent of the Investor Majority (as such term is defined in the Series A CoD) is required for (i) the declaration or payment of any dividend or distribution on the Common Stock or any other stock that ranks junior to or equally with the Series A Preferred Stock, other than, if dividends on the Series A Preferred Stock have not been paid in full in cash, a dividend payable solely in junior stock or dividends or distributions paid exclusively in cash to the extent the Series A Preferred Stock participates on an as-converted basis with the Common Stock; (ii) the purchase, redemption or other acquisition by Accretive of any Common Stock or other stock ranking junior to or equal with the Series A Preferred Stock except, if dividends on the Series A Preferred Stock have not been paid in full in cash, then as necessary to effect a reclassification of junior stock into other junior stock, a reclassification of parity stock into other parity stock, a reclassification of parity stock into junior stock, the exchange or conversion of junior stock into other junior stock or of parity stock into other parity stock or of parity stock into junior stock; (iii) any amendment of Accretive’s Certificate of Incorporation or the Series A CoD so as to adversely affect the relative rights, preferences, privileges or voting powers of the Series A Preferred Stock; or (iv) the authorization or issuance of, or reclassification into, any capital stock that would rank senior to or equal with the Series A Preferred Stock (including additional shares of Series A Preferred Stock).

The Series A CoD is filed as Exhibit 7.3 to this Statement and the foregoing summary of the Series A CoD is qualified in its entirety by reference to Exhibit 7.3.

Investor Rights Agreement

Concurrently with the Closing, Accretive and the Partnership entered into an Investor Rights Agreement (the “Investor Rights Agreement”). Under the terms of the Investor Rights Agreement, for so long as the Partnership’s “Ownership Threshold” (as that term is defined in the Investor Rights Agreement) is met, the Partnership shall be entitled to nominate such number of individuals to the Board constituting a majority of the Board (collectively, the “Investor Designees”) and entitled to designate the chairman of the Board. For so long as the Ownership Threshold is not met but the Partnership’s “Ownership Percentage” (as that term is defined in the Investor Rights Agreement) exceeds 10% of the Common Stock on an as-converted basis, then the Partnership shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) two directors, and for so long as the Partnership’s Ownership Percentage is in the aggregate at least 5% but less than 10% of the Common Stock on an as-converted basis, then the Partnership shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to

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the Ownership Percentage (rounded down) and (y) one director. Additionally, subject to applicable law and the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any), Accretive will offer the Investor Designees an opportunity to, at the Partnership’s option, either sit on each regular committee of the Board in relative proportion to the number of Investor Designees on the Board or attend (but not vote) at the meetings of such committee as an observer.

Under the terms of the Investor Rights Agreement, the Partnership must cause all of its Common Stock and Preferred Stock entitled to vote at any meeting of Accretive’s shareholders to be present at such meeting and to vote all such shares in favor of any nominee or director nominated by Accretive’s Nominating and Corporate Governance Committee and against the removal of any director nominated by Accretive’s Nominating and Corporate Governance Committee.

For so long as the Ownership Threshold is met, the following matters will require the approval of the holders of a majority of the Series A Preferred Stock (on an as-converted basis, including any shares of Common Stock issued upon the conversion thereof) that is held by the Partnership or any Investor Affiliate (as defined in the Investor Rights Agreement) to proceed (excluding any such transaction between Accretive and its wholly owned subsidiaries or among Accretive’s wholly owned subsidiaries): (i) the amendment or modification of Accretive’s Certificate of Incorporation, Bylaws or Certificate of Designations for the Series A Preferred Stock in any manner that materially and adversely affects the rights, preferences or privileges of the holders of Series A Preferred Stock; (ii) the making of any distribution, declaring of any dividend on equity securities of Accretive or any of its Subsidiaries (as that term is defined in the Investor Rights Agreement) ranking equally or junior to the Series A Preferred Stock; (iii) the repurchase or redemption of any equity securities of Accretive or any of its Subsidiaries ranking equally or junior to the Series A Preferred Stock if at the time of such repurchase or redemption, any accrued dividends on the Series A Preferred Stock are unpaid; (iv) the creation, authorization or issuance of any equity securities of Accretive or any of its Subsidiaries that would rank senior to the Series A Preferred Stock; (v) any amendment of the MPSA; (vi) the incurrence of any Indebtedness (as that term is defined in the Investor Rights Agreement) in excess of $25 million in the aggregate during any fiscal year (other than refinancings of existing Indebtedness); (vii) the sale, transfer or other disposition of assets or businesses of Accretive or its Subsidiaries with a value in excess of $10 million in the aggregate during any fiscal year (other than sales of inventory or supplies in the ordinary course of business, sales of obsolete assets (excluding real estate), sale-leaseback transactions and accounts receivable factoring transactions); (viii) the acquisition of any assets or properties (in one or more related transactions) for cash or otherwise for an amount in excess of $10 million in the aggregate during any fiscal year (other than acquisitions of inventory and equipment in the ordinary course of business); (ix) capital expenditures in excess of $10 million individually (or in the aggregate if related to an integrated program of activities) or in excess of $10 million in the aggregate during any fiscal year; (x) the approval of Accretive’s annual budget; (xi) the hiring or termination of Accretive’s chief executive officer; (xii) the appointment or removal of the chairman of the Issuer’s board of directors; and (xiii) making, or permitting any Subsidiary to make, loans to, investments in, or purchasing, or permitting any Subsidiary to purchase, any stock or other securities in another corporation, joint venture, partnership or other entity in excess of $5.0 million in the aggregate during any fiscal year.

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The Partnership is subject to certain transfer restrictions pursuant to the terms of the Investor Rights Agreement. Prior to the first anniversary of the Closing, neither the Partnership nor any Investor Affiliate (as such term is defined in the Investor Rights Agreement) may directly or indirectly transfer the Warrant, any shares of Series A Preferred Stock, any shares of Series A Preferred Stock issued as PIK Dividends, or any shares of Common Stock issued upon a conversion of the Preferred Shares or exercise of the Warrant to any person without the prior written consent of Accretive other than any “Permitted Transfer” (as such term is defined in the Investor Rights Agreement). Following the first anniversary of the Closing, neither the Partnership nor any of its affiliates may transfer any shares of Series A Preferred Stock to any Person without the prior written consent of Accretive other than (i) any Permitted Transfer or (ii) at any such time when the Current Market Price (as such term is defined in the Series A CoD) is less than the quotient of $1,000 divided by the Conversion Rate in effect from time to time (as such term is defined in the Series A CoD). The Partnership and Investor Affiliates are also prohibited from transferring to any competitor of Accretive, as well as from making certain block transfers, subject to certain exceptions.

The Partnership is subject to customary standstill provisions, which are applicable to purchases of debt as well as equity securities and include prohibitions on hedging activities, until the later of (i) three years after the Closing and (ii) such time as the Partnership owns less than 25% of the outstanding Common Stock on an as-converted basis.

The Investor Rights Agreement requires that if Accretive proposes to offer any equity or equity-linked security to any person, then Accretive must first offer the Partnership the right to purchase a portion of such securities equal to the Partnership’s Ownership Percentage. If the Partnership does not exercise this purchase right within 30 days of receiving notice of the proposed offering, then Accretive has 120 days to complete the offering on terms no more favorable than those offered to the Partnership.

The Investor Rights Agreement is filed as Exhibit 7.4 to this Statement and the foregoing summary of the Investor Rights Agreement is qualified in its entirety by reference to Exhibit 7.4.

Registration Rights Agreement

Concurrently with the Closing, Accretive and the Partnership entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Partnership is entitled to certain registration rights. Under the terms of the Registration Rights Agreement, the Partnership is entitled to (i) six demand registrations, with no more than two demand registrations in any single calendar year and provided that such demand must include at least 10% of the then-outstanding Common Stock and (ii) unlimited piggyback registration rights for a period of five years with respect to primary issuances and for an unlimited period of time with respect to all other issuances.

The Registration Rights Agreement is filed as Exhibit 7.6 to this Statement and the foregoing summary of the Registration Rights Agreement is qualified in its entirety by reference to Exhibit 7.6.

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Limited Liability Limited Partnership Agreement

The Limited Liability Limited Partnership Agreement of the Partnership (the “Partnership Agreement”) was entered into by the Partnership GP, as general partner of the Partnership, and the limited partners named therein (the “Limited Partners”), on December 7, 2015. The Partnership Agreement provides that the purpose of the Partnership is, among other things, to purchase, own, convert, exercise any rights attached to, and dispose of, the Securities on behalf of the Limited Partners. Pursuant to the Partnership Agreement, the Partnership Board (comprised of designees of both Limited Partners, with a majority of the directors designated by the Aggregator) has the power and authority to manage and control the business and affairs of the Partnership and each separate series. The Partnership Agreement contains several restrictions on the transfer of the Securities held by the Partnership, as well as provisions relating to the voting of such Securities. Pursuant to the Partnership Agreement, the Partnership Board established a series of partnership interests in the Partnership to hold the Securities purchased using the initial capital contributions of the Aggregator (“Series TB”) and a series of partnership interests in the Partnership to hold the Securities purchased using the initial capital contributions of Ascension (“Series AS”). The Partnership Agreement is filed as Exhibit 7.7 to this Statement and the foregoing summary of the Partnership Agreement qualified in its entirety by reference to Exhibit 7.7.

Other than as described in this Item 6, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such person and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

ITEM 7.  Material to Be Filed as Exhibits.

The following documents are filed or incorporated by reference as exhibits to this Statement:

Exhibit Number	Description of Exhibit
7.1	Securities Purchase Agreement, dated as of December 7, 2015, by and among the Partnership, the Issuer, and Ascension (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the Securities and Exchange Commission on December 8, 2015).
7.2	Joint Filing Agreement, dated as of February 16, 2016, by and among the Partnership, the Partnership GP, the Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski, Ramez Sousou and Ascension.
7.3	Certificate of Designations of the Series A Preferred Stock dated as of February 12, 2016.
7.4	Investor Rights Agreement, dated as of February 16, 2016, by and among the Partnership, the TowerBrook Funds and the Issuer.

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7.5	Warrant No. 1, dated as of February 16, 2016, by and between the Issuer and the Partnership.
7.6	Registration Rights Agreement, dated as of February 16, 2016, by and between the Issuer and the Partnership.
7.7	Limited Liability Limited Partnership Agreement, dated as of December 7, 2015, by and among the Partnership GP, TI IV ACHI Holdings, LP and Ascension.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  February 16, 2016
TCP-ASC ACHI SERIES LLLP
By:  TCP-ASC GP, LLC, its General Partner
By:	/s/ Glenn F. Miller
Name:  Glenn F. Miller
Title:    Vice President
TCP-ASC GP, LLC
By:	/s/ Glenn F. Miller
Name:  Glenn F. Miller
Title:    Vice President
TI IV ACHI Holdings GP, LLC
By:	/s/ Glenn F. Miller
Name:  Glenn F. Miller
Title:    Vice President
TI IV ACHI Holdings, LP
By:  TI IV ACHI Holdings GP, LLC, its General Partner
By:	/s/ Glenn F. Miller
Name:  Glenn F. Miller
Title:    Vice President

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TOWERBROOK INVESTORS LTD.
By:	/s/ Neal Moszkowski
Name:  Neal Moszkowski
Title:    Director
NEAL MOSZKOWSKI
/s/ Neal Moszkowski
Neal Moszkowski
RAMEZ SOUSOU
/s/ Ramez Sousou
Ramez Sousou

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ASCENSION HEALTH ALLIANCE
By:	/s/ Anthony J. Speranzo
Name:  Anthony J. Speranzo
Title:    Executive Vice President & Chief Financial Officer

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DIRECTORS AND OFFICERS OF TCP-ASC ACHI SERIES LLLP, TCP-ASC GP, LLC,

TI IV ACHI HOLDINGS GP, LLC, TI IV ACHI HOLDINGS, LP AND ASCENSION

HEALTH ALLIANCE

Set forth below is the name, primary business address, present occupation or employment and citizenship of each director and executive officer of the Partnership, the Partnership GP, the Aggregator, the Aggregator GP and Ascension.

The business address of each director and executive officer of the Partnership, the Partnership GP, the Aggregator, and TowerBrook is c/o TowerBrook Capital Partners L.P., Park Avenue Tower, 65 East 55th Street, 27th Floor, New York, New York 10022. The business address of each executive officer of Ascension Health Alliance is 101 S. Hanley Road, Suite 450, Saint Louis, Missouri 63105.

All executive officers and directors of the Reporting Persons are United States citizens except as otherwise noted below.

DIRECTORS OF THE PARTNERSHIP

Name	Principal Occupation or Employment
Evan Goldman	Managing Director, TowerBrook Capital Partners L.P.
Jennifer Glassman	CFO and Managing Director, TowerBrook Capital Partners L.P.
Glenn Miller	Managing Director and General Counsel North America, TowerBrook Capital Partners L.P.
Joseph Impicciche	Executive Vice President and General Counsel, Ascension
Anthony Speranzo	Executive Vice President and Chief Financial Officer, Ascension

EXECUTIVE OFFICERS OF THE PARTNERSHIP

Name	Principal Occupation or Employment
Evan Goldman	Managing Director, TowerBrook Capital Partners L.P.
Jennifer Glassman	CFO and Managing Director, TowerBrook Capital Partners L.P.
Glenn Miller	Managing Director and General Counsel North America, TowerBrook Capital Partners L.P.
Joseph Impicciche	Executive Vice President and General Counsel, Ascension

EXECUTIVE OFFICERS OF PARTNERSHIP GP

Name	Principal Occupation or Employment
Evan Goldman	Managing Director, TowerBrook Capital Partners L.P.

Name	Principal Occupation or Employment
Jennifer Glassman	CFO and Managing Director, TowerBrook Capital Partners L.P.
Glenn Miller	Managing Director and General Counsel North America, TowerBrook Capital Partners L.P.
Joseph R. Impicciche	Executive Vice President and General Counsel, Ascension

EXECUTIVE OFFICERS OF THE AGGREGATOR GP

Name	Principal Occupation or Employment
Filippo Cardini	COO and Managing Director, TowerBrook Capital Partners L.P.
Matthew Gerber	Managing Director and General Counsel Europe, TowerBrook Capital Partners L.P.
Glenn Miller	Managing Director and General Counsel North America, TowerBrook Capital Partners L.P.
Abrielle Rosenthal	Managing Director and Chief Compliance Officer, TowerBrook Capital Partners L.P.
Jennifer Glassman	CFO and Managing Director, TowerBrook Capital Partners L.P.

DIRECTORS OF TOWERBROOK

Name	Principal Occupation or Employment
Neal Moszkowski	Founder and Co-CEO, TowerBrook Capital Partners L.P.
Ramez Sousou (1)	Founder and Co-CEO, TowerBrook Capital Partners L.P.

DIRECTORS OF ASCENSION

Name	Principal Occupation or Employment
Anthony R. Tersigni	President and Chief Executive Officer, Ascension
Rev. Dennis Holtschneider	President, DePaul University
Regina Benjamin	Physician
Sheila Burke	Senior Public Policy Advisor, Chair Federal Public Policy, Baker, Donelson, Bearman, Caldwell, & Berkowitz, PC and Faculty Research Fellow, John F. Kennedy School of Government at Harvard University
Eduardo Conrado	Executive Vice President and Chief Strategy and Innovation Officer, Motorola Solutions

Stephen Dufilho	Principal, Goldsmith, Fillis & Dufilho Capital Partners, LLC
Eve Higginbotham	Vice Dean, Inclusion & Diversity - Perelman School of Medicine Senior Fellow, Leonard Davis Institute of Health Economics Professor of Ophthalmology - Scheie Eye Institute
W. Stancil Starnes	Chairman & Chief Executive Officer, ProAssurance

EXECUTIVE OFFICERS OF ASCENSION

Name	Principal Occupation or Employment
Anthony R. Tersigni	President and Chief Executive Officer
Anthony J. Speranzo	Executive Vice President and Chief Financial Officer
Joseph R. Impicciche	Executive Vice President and General Counsel
Robert J. Henkel	Executive Vice President
David Pryor, MD	Executive Vice President and Chief Clinical Officer
Herbert Vallier	Executive Vice President and Chief Human Resources Officer
Nick Ragone	Senior Vice President and Chief Communications and Marketing Officer
Sr. Bernice Coreil	Senior Executive Advisor to the President
Sr. Maureen McGuire	Executive Vice President, Mission Integration

(1) Citizen of United Kingdom

EX-7.2

Exhibit 7.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share of Accretive, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement (this “Agreement”) be included as an exhibit to such joint filing.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completion and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the other.

IN WITNESS THEREOF, each of the undersigned, being duly authorized, hereby executes this Agreement this 16th day of February, 2016.

TCP-ASC ACHI SERIES LLLP
By:  TCP-ASC GP, LLC, its General Partner
By:	/s/ Glenn F. Miller
Name:  Glenn F. Miller
Title:    Vice President
TCP-ASC GP, LLC
By:	/s/ Glenn F. Miller
Name:  Glenn F. Miller
Title:    Vice President
TI IV ACHI Holdings GP, LLC
By:	/s/ Glenn F. Miller
Name:  Glenn F. Miller
Title:    Vice President

TI IV ACHI Holdings, LP
By:  TI IV ACHI Holdings GP, LLC, its General Partner
By:	/s/ Glenn F. Miller
Name:  Glenn F. Miller
Title:    Vice President
TOWERBROOK INVESTORS LTD.
By:	/s/ Neal Moszkowski
Name:  Neal Moszkowski
Title:    Director
NEAL MOSZKOWSKI
/s/ Neal Moszkowski
Neal Moszkowski
RAMEZ SOUSOU
/s/ Ramez Sousou
Ramez Sousou
ASCENSION HEALTH ALLIANCE
By:	/s/ Anthony J. Speranzo
Name:  Anthony J. Speranzo
Title:    Executive Vice President & Chief Financial Officer

EX-7.3

Exhibit 7.3

CERTIFICATE OF DESIGNATIONS OF THE SERIES A PREFERRED STOCK

CERTIFICATE OF DESIGNATIONS OF
8.00% SERIES A CONVERTIBLE
PREFERRED STOCK,
PAR VALUE $0.01 PER SHARE, OF
ACCRETIVE HEALTH, INC.

Pursuant to Sections 151 and 103 of the
General Corporation Law of the State of Delaware

ACCRETIVE HEALTH, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), certifies that pursuant to the authority contained in its Restated Certificate of Incorporation, as amended from time to time (the “Certificate of Incorporation”), and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Company (the “Board of Directors”) has duly approved and adopted the following resolution on December 7, 2015, and the resolution was adopted by all necessary action on the part of the Company:

RESOLVED, that pursuant to the authority vested in the Board of Directors by the Certificate of Incorporation and Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors does hereby designate, create, authorize and provide for the issue of a series of 370,000 shares of Preferred Stock, par value $0.01 per share, having the voting powers and such designations, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions that are set forth in this resolution of the Board of Directors pursuant to authority expressly vested in it by the provisions of the Certificate of Incorporation and hereby constituting an amendment to the Certificate of Incorporation as follows:

Section 1        Designation. The designation of the series of preferred stock of the Company is “8.00% Series A Convertible Preferred Stock,” par value $0.01 per share (the  “Series A Preferred Stock”). Each share of the Series A Preferred Stock shall be identical in all respects to every other share of the Series A Preferred Stock. The Series A Preferred Stock shall be perpetual.

Section 2        Number of Shares. The authorized number of shares of Series A Preferred Stock is 370,000 shares. Series A Preferred Stock that is redeemed, purchased or otherwise acquired by the Company, or converted into another class or series of Capital Stock shall not be reissued as Series A Preferred Stock, and the Company shall take such actions as are necessary to cause such acquired or converted shares to resume the status of authorized but unissued shares of Preferred Stock.

Section 3        Defined Terms and Rules of Construction.

(a)        Definitions. As used herein with respect to the Series A Preferred Stock:

“Affiliate” of any Person shall mean any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For purposes of this

definition, “control” when used with respect to any Person has the meaning specified in Rule 12b-2 under the Exchange Act; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Beneficially Own” shall mean “beneficially own” as defined in Rule 13d-3 under the Exchange Act.

“Board of Directors” shall mean the board of directors of the Company.

“Business Day” shall mean a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York, New York or Chicago, Illinois generally are authorized or obligated by law, regulation or executive order to close.

“Bylaws” shall mean the Amended and Restated Bylaws of the Company in effect on the date hereof, as they may be amended from time to time.

“Capital Stock” shall mean any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (in each case however designated) stock issued by the Company.

“Certificate of Incorporation” shall mean the Restated Certificate of Incorporation of the Company, as amended from time to time, including by this Certificate of Designations.

“Certificate of Designations” shall mean this Certificate of Designations relating to the Series A Preferred Stock, as it may be amended from time to time.

“Change of Control” shall mean the occurrence of any of the following:

(1) any Person shall Beneficially Own, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, shares of the Company’s Capital Stock entitling such Person to exercise more than 50% of the total voting power of all classes of Voting Stock of the Company, other than an acquisition by the Company, any of the Company’s Subsidiaries or any of the Company’s employee benefit plans (for purposes of this clause (1), “Person” shall include any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act); provided, that a Change of Control pursuant to this clause (1) shall not result from transfers by any Permitted Holder to any other Permitted Holder (other than pursuant to a transaction described in clause (2) below or a tender or exchange offer); or

(2) the Company (i) merges or consolidates with or into any other Person, another Person merges with or into the Company, or the Company conveys, sells, transfers or leases all or substantially all of the Company’s assets to another Person or (ii) engages in any recapitalization, reclassification or other transaction in which all or substantially all of the Common Stock is exchanged for or converted into cash, securities or other property, in each case other than a merger or consolidation:

(A) that does not result in a reclassification, conversion, exchange or cancellation of the Company’s outstanding Common Stock; provided that the holders of the Common Stock

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outstanding immediately prior to such transaction hold the majority of the Common Stock immediately following such transaction;

(B) which is effected solely to change the Company’s jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding shares of the Common Stock solely into shares of common stock of the surviving entity; or

(C) where the Voting Stock outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).

“Close of Business” shall mean 5:00 p.m., Eastern Time, on any Business Day.

“Closing Price” shall mean the price per share of the final trade of the Common Stock on the applicable Trading Day on the principal national securities exchange or market on which the Common Stock is listed or admitted to trading (including any over-the-counter market).

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Commission” shall mean the U.S. Securities and Exchange Commission, including the staff thereof.

“Common Participation Amount” shall have the meaning ascribed to in Section 4(a).

“Common Stock” shall mean the common stock, par value $.01 per share, of the Company.

“Company” shall mean Accretive Health, Inc., a corporation organized and existing under the laws of the State of Delaware, and any successor thereof.

“Conversion Price” shall mean the quotient of (i) the sum of (A) the Liquidation Preference plus (B) an amount per share equal to accrued but unpaid dividends not previously added to the Liquidation Preference on such share of Series A Preferred Stock from and including the immediately preceding Dividend Payment Date to but excluding the conversion date and (ii) $1,000.

“Conversion Rate” shall mean 400, subject to adjustment as set forth in Section 8.

“Current Market Price” shall mean the average Closing Price for the ten (10) consecutive Trading Days immediately preceding, but not including, the date as of which the Current Market Price is to be determined.

“Debt Documents” shall mean each agreement of the Company for borrowed money in an aggregate principal amount in excess of $25.0 million (with “principal amount” for purposes of this definition to include undrawn committed or available amounts) that is entered into by the Company from time to time and as may be amended, supplemented, restated, renewed, replaced, refinanced or otherwise modified from time to time. For the avoidance of doubt, (x) obligations under multiple agreements may not be aggregated for purposes of satisfying the definition of

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Debt Document, (y) mortgages, real estate leases, capital lease obligations, purchase money agreements, sale-leaseback transactions, equipment financing, inventory financing, letters of credit and receivables financing shall be eligible to constitute Debt Documents and (z) interest rate swaps, currency or commodity hedges and other derivative instruments shall be eligible to constitute Debt Documents measured on the basis of liability to the Company determined as of the date of the most recent quarterly or annual balance sheet of the Company, and not based on notional amount.

“Distributed Property” shall have the meaning ascribed to it in Section 8(c).

“Dividend Payment Date” shall mean January 1, April 1, July 1 and October 1 of each year, commencing on April 1, 2016; provided that if any such Dividend Payment Date would otherwise occur on a day that is not a Business Day, such Dividend Payment Date shall instead be (and any dividend payable on Series A Preferred Stock on such Dividend Payment Date shall instead be payable on) the immediately succeeding Business Day.

“Dividend Period” shall mean the period commencing on and including a Dividend Payment Date and shall end on and include the day immediately preceding the next Dividend Payment Date; provided that the initial Dividend Period shall commence on and include the Original Issue Date and shall end on and include the day immediately preceding the first Dividend Payment Date.

“Dividend Rate” shall mean 8.00% per annum.

“Dividend Record Date” shall have the meaning ascribed to it in Section 4(a).

“Equity-Linked Security” shall have the meaning ascribed to it in Section 8(d).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Exchange Property” shall have the meaning ascribed to it in Section 10(a).

“Excluded Issuance” shall mean, any issuances of (1) Capital Stock to any employee, officer or director of the Company pursuant to a stock option, incentive compensation stock purchase or similar plan outstanding as of the Original Issue Date or, subsequent to the Original Issue Date, approved by the Board of Directors or a duly authorized committee of the Board of Directors, (2) securities pursuant to any merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction or any other direct or indirect acquisition by the Company, whereby the Company’s securities comprise, in whole or in part, the consideration paid by the Company in such transaction, (3) securities pursuant to a registration statement declared effective by the Securities and Exchange Commission, or a prospectus approved by the appropriate functional regulator under the applicable securities laws of any foreign jurisdiction, for which the securities so registered are to be offered and sold to the broad investing public by means of an at-the-market underwritten offering (excluding, for the avoidance of doubt, any rights offering or any offering at a discount to the Current Market Price other than any underwriting discount, fee or commission), (4) Capital Stock pursuant to options, warrants, notes or other rights to acquire securities of the Company outstanding on the Original Issue Date or issued pursuant to an

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Excluded Issuance under clauses (1) and (2) above, (5) Common Stock upon conversion of the Series A Preferred Stock and exercise of the Warrant issued to the Investor pursuant to that certain Securities Purchase Agreement, dated as of December 7, 2015, by and among the Company, the Investor and, solely for purposes of Sections 8.11, 9.2, 10.1, 10.2 and 10.5 through 10.15 thereof, Ascension Health Alliance d/b/a Ascension and (6) securities in connection with any dividend, distribution, split or combination referred to in Section 8(a).

“Fundamental Change” shall mean the occurrence of any of the following: (1) a Change of Control, (2) the Company, within the meaning of Title 11 of the U.S. Code or any similar federal or state law for the relief of debtors, (a) commences a voluntary case, (b) consents to the entry of an order for relief against it in an involuntary case, (c) consents to the appointment of a custodian of it for all or substantially all of its property or (d) makes a general assignment for the benefit of its creditors, or (3) the Common Stock has not been re-listed on any of the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock Exchange or any other United States national securities exchange on or prior to the one year anniversary of the Original Issue Date or, if re-listed prior to such date, the Common Stock ceases to be so listed on any such exchange at any time thereafter without the simultaneous listing on another of such exchanges.

“Independent Majority” shall have the meaning ascribed to it in Section 8(e).

“Internal Reorganization Event” shall have the meaning ascribed to it in Section 10(d).

“Investor” means TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership.

“Investor Majority” means (1) at any time prior to when any Series A Preferred Stock has been converted into shares of Common Stock, Permitted Holders that hold a majority of the Series A Preferred Stock held at such time by all Permitted Holders and (2) at any time after any Series A Preferred Stock has been converted into shares of Common Stock, Permitted Holders that hold a majority of the shares of Common Stock held at such time by all Permitted Holders (assuming, for this purpose, that all Series A Preferred Stock then held by the Permitted Holders as of such time is converted as of such time into shares of Common Stock).

“Investor Rights Agreement” shall mean the investor rights agreement, dated February 16, 2016, as amended from time to time, by and between the Company and the Investor.

“Junior Stock” shall mean the Common Stock and any other class or series of Capital Stock that ranks junior to the Series A Preferred Stock (1) as to the payment of dividends or (2) as to the distribution of assets on any liquidation, dissolution or winding up of the Company, or both.

“Liquidating Distribution” shall have the meaning ascribed to it in Section 8(c).

“Liquidation Preference” shall initially mean $1,000 per share of Series A Preferred Stock; provided, however, that to the extent that the Company does not declare a PIK Dividend or declare and pay a dividend in cash on a Dividend Payment Date pursuant to Section 4(b) and (c), an amount equal to the Net Preferred Dividend shall be added to the Liquidation Preference of such share on the applicable Dividend Payment Date.

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“Net Preferred Dividend” has the meaning ascribed to it in Section 4(b).

“Original Issue Date” shall mean February 16, 2016.

“Ownership Threshold” shall have the meaning given in the Investor Rights Agreement.

“Parity Stock” shall mean any class or series of Capital Stock (other than the Series A Preferred Stock) that ranks equally with the Series A Preferred Stock both (1) in the priority of payment of dividends and (2) in the distribution of assets upon any liquidation, dissolution or winding up of the Company (in each case, without regard to whether dividends accrue cumulatively or non-cumulatively).

“Per Share Amount” shall have the meaning ascribed to it in Section 7(a).

“Permitted Holders” shall mean, collectively, Investor, TowerBrook Capital Partners L.P., Ascension Health Alliance or any of their respective Affiliates.

“Permitted Transfer” shall have the meaning ascribed to it in the Investor Rights Agreement.

“Person” shall mean any individual, company, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity.

“PIK Dividend” has the meaning ascribed to in Section 4(c).

“Preferred Director” has the meaning ascribed to it in Section 9(b).

“Preferred Dividend” has the meaning ascribed to it in Section 4(b).

“Preferred Stock” shall mean any and all series of preferred stock of the Company, including the Series A Preferred Stock.

“Record Date” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of shareholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract, this Certificate of Designations or otherwise).

“Reorganization Event” shall have the meaning ascribed to it in Section 10(a).

“Reorganization Event Date” shall have the meaning ascribed to it in Section 10(a).

“Series A Preferred Stock” shall have the meaning ascribed to it in Section 1.

“Spin-Off” shall have the meaning ascribed to it in Section 8(c).

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“Subsidiary” shall mean any company, partnership, limited liability company, joint venture, joint stock company, trust, unincorporated organization or other entity for which the Company owns at least 50% of the Voting Stock of such entity.

“Trading Day” shall mean any Business Day on which the Common Stock is traded, or able to be traded, on the principal national securities exchange or market on which the Common Stock is listed or admitted to trading (including any over-the-counter market).

“Trigger Event” shall have the meaning ascribed to it in Section 8(c).

“Voting Stock” shall mean Capital Stock of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances (determined without regard to any classification of directors) to elect one or more members of the Board of Directors (without regard to whether or not, at the relevant time, Capital Stock of any other class or classes (other than Common Stock) shall have or might have voting power by reason of the happening of any contingency).

(b)        Rules of Construction. Unless the context otherwise requires: (i) a term has the meaning assigned to it herein; (ii) an accounting term not otherwise defined herein has the meaning accorded to it in accordance with generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis; (iii) words in the singular include the plural, and in the plural include the singular; (iv) “or” is not exclusive; (v) “will” shall be interpreted to express a command; (vi) “including” means including without limitation; (vii) provisions apply to successive events and transactions; (viii) references to any Section or clause refer to the corresponding Section or clause, respectively, of this Certificate of Designations; (ix) any reference to a day or number of days, unless expressly referred to as a Business Day or Trading Day, shall mean the respective calendar day or number of calendar days; (x) references to sections of or rules under the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules, and any term defined by reference to a section of or rule under the Exchange Act shall include Commission and judicial interpretations of such section or rule; (xi) references to sections of the Code shall be deemed to include any substitute, replacement or successor sections as well as the Treasury Regulations promulgated thereunder from time to time; (xii) headings are for convenience only; and (xiv) unless otherwise expressly provided in this Certificate of Designations, a reference to any specific agreement or other document shall be deemed a reference to such agreement or document as amended from time to time in accordance with the terms of such agreement or document.

Section 4        Dividends.

(a)        Participation with Dividends on Common Stock. No cash dividend may be declared or paid on the Common Stock during a Dividend Period unless a cash dividend is also declared or paid (as applicable) on the Series A Preferred Stock for such Dividend Period in an amount (the “Common Participation Amount”) equal to (A) the Per Share Amount as of the Record Date for such dividend (the “Dividend Record Date”) multiplied by (B) the amount per share distributed or to be distributed in respect of the Common Stock in connection with such cash dividend.

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(b)        Dividend Rate on Series A Preferred Stock. In addition to participation in cash dividends on Common Stock as set forth in Section 4(a), holders of the Series A Preferred Stock shall be entitled to receive, on each share of Series A Preferred Stock and with respect to each Dividend Period, an amount (such amount, the “Net Preferred Dividend”) equal to the Dividend Rate multiplied by the Liquidation Preference per share of Series A Preferred Stock (the “Preferred Dividend”). If and to the extent that the Company does not pay the entire Net Preferred Dividend for a particular Dividend Period in cash or declare and pay a PIK Dividend on the applicable Dividend Payment Date for such period, the amount of such Net Preferred Dividend not paid in cash or not declared and paid as a PIK Dividend shall be added to the Liquidation Preference in accordance with the definition thereof. Amounts payable at the Dividend Rate shall begin to accrue and be cumulative from the Original Issue Date, whether or not the Company has funds legally available for such dividends or such dividends are declared, shall compound on each Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable in arrears on the first Dividend Payment Date after such Dividend Period. Dividends that are payable on the Series A Preferred Stock on any Dividend Payment Date shall be payable to holders of record of the Series A Preferred Stock as they appear on the stock register of the Company on the Record Date for such dividend, which shall be the date 15 days prior to the applicable Dividend Payment Date.

Dividends payable at the Dividend Rate on the Series A Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable at the Dividend Rate on the Series A Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month (i.e., during each Dividend Period other than the Initial Dividend Period, $20.00 of Preferred Dividend accrues).

(c)        Payment of Dividends. Notwithstanding anything to the contrary in this Certificate of Designations, cash dividends shall be paid only to the extent (i) the Company has funds legally available for such payment, (ii) there are no provisions in any of the Debt Documents prohibiting the payment of cash dividends on the Series A Preferred Stock in such amount on the applicable Dividend Payment Date and (iii) the Board of Directors, or an authorized committee thereof, declares such dividend payable. To the extent the Board of Directors desires to declare any cash dividend or other distribution in cash on the Common Stock during any Dividend Period that requires a corresponding cash dividend on the Series A Preferred Stock in accordance with Section 4(a), it may do so only to the extent that (i) the Company has funds legally available for the payment of such dividend or distribution in cash on all of the shares of Common Stock and Series A Preferred Stock then outstanding and (ii) such cash dividend or distribution on the Common Stock and the Series A Preferred Stock shall be payable only on the applicable Dividend Payment Date for such Dividend Period. Notwithstanding anything to the contrary set forth in this Section 4, prior to the seventh anniversary of the Original Issue Date, the Preferred Dividend will be payable in kind in additional shares of Series A Preferred Stock (the  “PIK Dividend”) and following the seventh anniversary of the Original Issue Date, the Preferred Dividend will be payable in cash. With respect to the PIK Dividend, the number of shares of Series A Preferred Stock to be issued in payment of such PIK Dividend with respect to each

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outstanding share of Series A Preferred Stock shall be determined by dividing (A) the amount of the Preferred Dividend by (B) the Liquidation Preference (excluding any amounts added to the initial Liquidation Preference pursuant to the proviso in the definition of Liquidation Preference and Section 4(b)) per share of Series A Preferred Stock. To the extent that any Preferred Dividend would result in the issuance of a fractional share of Series A Preferred Stock to any holder, then the amount of such fraction multiplied by the Liquidation Preference shall be paid in cash (unless there are no legally available funds with which to make such cash payment, in which event such cash amount shall be added to the Liquidation Preference in accordance with Section 4(a)).

(d)        Priority of Dividends. Subject to Sections 4(a), (b) and (c), Section 8 and Section 9, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or an authorized committee thereof may be declared and paid on any Capital Stock, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment.

Section 5        Liquidation Rights.

(a)        Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, holders of the Series A Preferred Stock shall be entitled to receive for each share of Series A Preferred Stock, out of the assets of the Company or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Company, and after satisfaction of all liabilities and obligations to creditors of the Company, on par with each share of Parity Stock but before any distribution of such assets or proceeds is made to or set aside for the holders of Junior Stock, an amount equal to the greater of (1) the sum of (a) the Liquidation Preference per share of the Series A Preferred Stock plus (b) an amount per share equal to accrued but unpaid dividends not previously added to the Liquidation Preference from and including the immediately preceding Dividend Payment Date to but excluding the date fixed for such liquidation, dissolution or winding up of the Company and (2) the per share amount of all cash, securities and other property (such securities or other property having a value equal to its fair market value as reasonably determined by the Board of Directors) to be distributed in respect of the Common Stock such holder would have been entitled to receive had it converted such Series A Preferred Stock immediately prior to the date fixed for such liquidation, dissolution or winding up of the Company. To the extent such amount is paid in full to all holders of Series A Preferred Stock and all the holders of Parity Stock, the holders of Junior Stock of the Company shall be entitled to receive all remaining assets of the Company (or proceeds thereof) according to their respective rights and preferences.

(b)        Partial Payment. If in connection with any distribution described in Section 5(a) above the assets of the Company or proceeds thereof are not sufficient to pay the liquidation preferences in full to all holders of Series A Preferred Stock and all holders of Parity Stock, the amounts paid to the holders of Series A Preferred Stock and to the holders of all such other Parity Stock shall be paid pro rata in accordance with the respective aggregate liquidation preferences of the holders of Series A Preferred Stock and the holders of all such other Parity Stock.

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(c)        Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the merger or consolidation of the Company with any other corporation or other entity, including a merger or consolidation in which the holders of Series A Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Company, shall not be deemed to constitute a liquidation, dissolution or winding up of the Company, but instead shall be subject to the provisions of Section 10.

Section 6        Redemption.

(a)        Redemption at the Option of the Holder.

(1)        Upon the occurrence of a Fundamental Change, each holder of the Series A Preferred Stock shall have the right to require the Company to repurchase all or any part of such holder’s Series A Preferred Stock for cash at a purchase price per share equal to 101% of the sum of (a) the Liquidation Preference per share of the Series A Preferred Stock plus (b) an amount equal to accrued but unpaid dividends not previously added to the Liquidation Preference per share on such share of Series A Preferred Stock from and including the immediately preceding Dividend Payment Date to but excluding the date of redemption; provided, however, that (i) the Company shall not be required to repurchase any Series A Preferred Stock pursuant to this Section 6(a) to the extent such repurchase would be prohibited by any provision of any Debt Document and (ii) if the Company does not repurchase any outstanding shares of Series A Preferred Stock due to clause (i) of this proviso then, for so long as the Company fails to satisfy its repurchase obligation under this Section 6(a) with respect to such shares, the Dividend Rate for such outstanding shares of Series A Preferred Stock will increase to 10%, effective as of the date of the Fundamental Change, and will remain at 10% until the date on which the Company satisfies its repurchase obligation with respect to such shares.

(2)        No later than 30 days after the occurrence of a Fundamental Change, the Company shall send notice by first class mail, postage prepaid, addressed to the holders of record of the shares of Series A Preferred Stock at their respective last addresses appearing on the books of the Company stating (1) that a Fundamental Change has occurred, (2) that all shares of Series A Preferred Stock tendered prior to a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed shall be accepted for redemption and (3) the procedures that holders of the Series A Preferred Stock must follow in order to redeem their shares of Series A Preferred Stock, including the place or places where certificates for such shares are to be surrendered for payment of the redemption price; provided, however, that if the Company is not permitted to repurchase the Series A Preferred Stock due to clause (i) of the proviso of Section 6(a)(1), then the notice shall, in lieu of the information in (2) and (3) of this paragraph, include a statement identifying the relevant provision(s) in the Debt Documents and stating the new Dividend Rate applicable to the Series A Preferred Stock pursuant to this Section 6(a). Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock.

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Section 7        Conversion.

(a)        Conversion at the Option of the Holders. Each share of Series A Preferred Stock may be converted on any date, from time to time, at the option of the holder thereof, into the number of shares of Common Stock (the “Per Share Amount”) equal to the Conversion Price multiplied by the Conversion Rate in effect at such time.

The right of conversion attaching to any shares of Series A Preferred Stock may be exercised by the holders thereof by delivering the shares to be converted to the office of the Company, accompanied by a duly signed and completed notice of conversion in form reasonably satisfactory to the Company. The conversion date shall be the date on which the shares of Series A Preferred Stock and the duly signed and completed notice of conversion are received by the Company. The Person entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of such conversion date, and such Person or Persons shall cease to be a record holder of the Series A Preferred Stock on that date. As promptly as practicable on or after the conversion date (and in any event no later than three Trading Days thereafter), the Company shall issue the number of whole shares of Common Stock issuable upon conversion, with any fractional shares (after aggregating all Series A Preferred Stock being converted on such date) rounded to the nearest whole share. Such delivery shall be made, at the option of the applicable holder, in certificated form or by book-entry. Any such certificate or certificates shall be delivered by the Company to the appropriate holder on a book-entry basis or by mailing certificates evidencing the shares to the holders at their respective addresses as set forth in the conversion notice.

(b)        Common Stock Reserved for Issuance. The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of the Series A Preferred Stock, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the shares of Series A Preferred Stock then outstanding. Any shares of Common Stock issued upon conversion of Series A Preferred Stock shall be (i) duly authorized, validly issued and fully paid and nonassessable, (ii) shall rank pari passu with the other shares of Common Stock outstanding from time to time and (iii) shall be approved for listing on the principal national securities exchange or market on which the Common Stock is listed or admitted to trading (including any over-the-counter market).

(c)        Taxes. The Company shall pay any and all transfer taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Series A Preferred Stock. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the Series A Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.

Section 8        Dilution Adjustments. The Conversion Rate shall be adjusted from time to time (successively and for each event described) by the Company as follows:

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(a)        If the Company shall, at any time or from time to time while any of the Series A Preferred Stock is outstanding, issue shares of Common Stock as a dividend or distribution on shares of Common Stock, or if the Company effects a share split or share combination in respect of the Common Stock, then the Conversion Rate shall be adjusted based on the following formula:

where

CR0	=	the Conversion Rate in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or the Close of Business on the effective date of such share split or combination, as applicable;
CR'	=	the new Conversion Rate in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or the Close of Business on the effective date of such share split or share combination, as applicable;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or the Close of Business on the effective date of such share split or share combination, as applicable; and
OS'	=	the number of shares of Common Stock outstanding immediately after such dividend or distribution, or the Close of Business on the effective date of such share split or share combination, as applicable.

The Company shall not pay any dividend or make any distribution on shares of Common Stock held in treasury by the Company.

(b)        Except as otherwise provided for by Section 8(c), if the Company shall, at any time or from time to time while any of the Series A Preferred Stock is outstanding, distribute to all or substantially all holders of its outstanding shares of Common Stock any options, rights or warrants entitling them for a period of not more than 45 days from the Record Date of such distribution to subscribe for or purchase shares of Common Stock at a price per share less than the Closing Price of the Common Stock on the Trading Day immediately preceding the Record Date of such distribution, the Conversion Rate shall be adjusted based on the following formula:

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where

CR0	=	the Conversion Rate in effect immediately prior to the Close of Business on the Record Date for such distribution;
CR'	=	the new Conversion Rate in effect immediately after the Close of Business on the Record Date for such distribution;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such distribution;
X	=	the total number of shares of Common Stock issuable pursuant to such options, rights or warrants; and
Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such options, rights or warrants divided by the average Closing Price of the Common Stock over the 10 consecutive Trading Day period ending on the Record Date.

To the extent that shares of Common Stock are not delivered pursuant to any such options, rights or warrants that are non-transferable upon the expiration or termination of such options, rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the distribution of such options, rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered.

In determining the aggregate price payable to exercise such options, rights or warrants, there shall be taken into account any amount payable on exercise thereof, with the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors.

(c)        If the Company, at any time or from time to time while any of the Series A Preferred Stock is outstanding, shall, by dividend or otherwise, distribute to all or substantially all holders of its Common Stock shares of any class of Capital Stock of the Company, cash, evidences of its indebtedness, assets, property or rights or warrants to acquire Capital Stock or other securities, but excluding (i) dividends or distributions as to which an adjustment under Section 8(a) or Section 8(b) shall apply, (ii) dividends or distributions paid exclusively in cash to the extent that the Series A Preferred Stock participates on an as-converted basis with the Common Stock in a cash dividend or distribution in accordance with Section 4(a), and (iii) SpinOffs to which the provision set forth below in this Section 8(c) shall apply (any of such shares of Capital Stock, cash, indebtedness, assets, property or rights or warrants to acquire Common Stock or other

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securities, hereinafter in this Section 8(c) called the “Distributed Property”), then, in each such case the Conversion Rate shall be adjusted based on the following formula:

where

CR0	=	the Conversion Rate in effect immediately prior to the Close of Business on the Record Date for such distribution;
CR'	=	the new Conversion Rate in effect immediately after the Close of Business on the Record Date for such distribution;
SP0	=	the average Closing Price of the Common Stock over the 10 consecutive Trading Day period ending on the Record Date for such distribution; and
FMV	=	(i) for cash dividends or distributions, the amount of cash distributed and (ii) for other Distributed Property, the fair market value (as determined in good faith by the Board of Directors) of the portion of Distributed Property, in each case, with respect to each outstanding share of Common Stock on the Record Date for such distribution.

Notwithstanding the foregoing, if the then fair market value (as so determined) of the portion of the Distributed Property so distributed applicable to one share of Common Stock is equal to or greater than SP₀ as set forth above (a “Liquidating Distribution”), then in lieu of the foregoing adjustment, the Company shall distribute to each holder of Series A Preferred Stock on the date such Distributed Property is distributed to holders of Common Stock, but without requiring such holder to convert its shares of Series A Preferred Stock, the amount of Distributed Property such holder would have received had such holder owned a number of shares of Common Stock equal to the Per Share Amount on the Record Date fixed for determination for shareholders entitled to receive such Liquidating Distribution; provided, however, that the Company shall not distribute Distributed Property to either the holders of the Common Stock or the Preferred Stock to the extent such distribution would be prohibited by any provision of any Debt Document. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 8(c) by reference to the actual or when issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Stock for purposes of calculating SP₀ in the formula in this Section 8(c).

With respect to an adjustment pursuant to this Section 8(c) where there has been a payment of a dividend or other distribution on the Common Stock consisting of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of

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the Company (a “Spin-Off”), the Conversion Rate in effect immediately before the Close of Business on the 10^th Trading Day immediately following, and including, the effective date of the Spin-Off shall be increased based on the following formula:

where

CR0	=	the Conversion Rate in effect immediately prior to the Close of Business on the 10th Trading Day immediately following, and including, the effective date of the Spin-Off;
CR'	=	the new Conversion Rate in effect from and after the Close of Business on the 10th Trading Day immediately following, and including, the effective date of the Spin-Off;
FMV	=	the average of the Closing Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the 10 consecutive Trading Day period immediately following, and including, the effective date of the Spin-Off; and
MP0	=	the average Closing Price of the Common Stock over the 10 consecutive Trading Day period calculated immediately following, and including, the effective date of the Spin-Off.

Such adjustment shall occur on the 10^th Trading Day immediately following, and including, the effective date of the Spin-Off.

For purposes of this Section 8(c), Section 8(a) and Section 8(b) hereof, any dividend or distribution to which this Section 8(c) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock to which Section 8(a) or 8(b) hereof applies (or both), shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, assets or shares of Capital Stock other than such shares of Common Stock or rights or warrants to which Section 8(a) or 8(b) hereof applies (and any Conversion Rate adjustment required by this Section 8(c) with respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such shares of Common Stock or such options, rights or warrants to which Section 8(a) or 8(b) hereof applies (and any further Conversion Rate adjustment required by Section 8(a) and 8(b) hereof with respect to such dividend or distribution shall then be made), except (A) the Close of Business on the Record Date of such dividend or distribution shall be substituted for “the Close of Business on the Record Date,” “the Close of Business on the Record Date or the Close of Business on the effective date,” “after the Close of Business on the Record Date for such dividend or distribution or the Close of Business on the effective date of such share split or share combination” and “the Close of Business on the Record Date for such distribution” within the

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meaning of Section 8(a) and 8(b) hereof and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding immediately prior to the Close of Business on the Record Date or the Close of Business on the effective date” within the meaning of Section 8(a) hereof.

If the Company shall, at any time or from time to time while any of the Series A Preferred Stock is outstanding, distribute options, rights or warrants to all or substantially all holders of Common Stock entitling the holders thereof to subscribe for, purchase or convert into shares of Capital Stock (either initially or under certain circumstances), which options, rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (x) are deemed to be transferred with such shares of Common Stock; (y) are not exercisable; and (z) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 8(c), (and no adjustment to the Conversion Rate under this Section 8(c) shall be required) until the occurrence of the earliest Trigger Event and a distribution or deemed distribution under the terms of such options, rights or warrants at which time an appropriate adjustment (if any is required) to the Conversion Rate shall be made in the same manner as provided for under this Section 8(c). If any such options, rights or warrants are subject to events, upon the occurrence of which such options, rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Record Date with respect to new options, rights or warrants for purposes of this Section 8(c) (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of options, rights or warrants (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 8(c) was made, (1) in the case of any such options, rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a distribution under this Section 8(c), equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such options, rights or warrants (assuming such holder had retained such options, rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such options, rights or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such options, rights or warrants had not been issued.

(d)        If the Company, during the eighteen month period following the Original Issue Date, shall issue shares of Common Stock or any other security convertible into, exercisable or exchangeable for Common Stock (such Common Stock or other security, “Equity-Linked Securities”), for a consideration per share of Common Stock (or conversion price per share of Common Stock) less than the Current Market Price of Common Stock on the date the Company fixes the offering price (or conversion price) of Equity-Linked Securities, the Conversion Rate shall be increased based on the following formula:

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where:

CR0	=	the Conversion Rate in effect immediately prior to the issuance of such Equity-Linked Securities;
CR'	=	the new Conversion Rate in effect immediately after the issuance of such Equity-Linked Securities;
AC	=	the aggregate consideration paid or payable for such Equity Linked Securities;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the issuance of such Equity-Linked Securities;
OS'	=	the number of shares of Common Stock outstanding immediately after the issuance of such Equity-Linked Securities or issuable pursuant to such Equity-Linked Securities; and
SP'	=	the Closing Price of the Common Stock on the date of issuance of such Equity-Linked Securities.

The adjustment shall become effective immediately after such issuance.

This Section 8(d) shall not apply to Excluded Issuances.

(e)        The Company may make increases in the Conversion Rate, in addition to any other increases required by this Section 8, if the Board of Directors (by action of a majority of the directors that are neither “Investor Designees” (as defined in the Investor Rights Agreement) nor Preferred Directors (“Independent Majority”)) deems it advisable and necessary to avoid or diminish any income tax to holders of the Common Stock resulting from any dividend or distribution of shares of Common Stock (or issuance of options, rights or warrants for Common Stock) or from any event treated as such for income tax purposes or for any other reason provided, however, that if there are any Investor Designees or Preferred Directors on the Board of Directors at such time, the Company may not take such action without the approval of the Investor Designees and Preferred Directors, which approval may only be withheld if the Investor Designees and Preferred Directors reasonably determine that such action is likely to result in a material increase in U.S. federal income tax or withholding tax to holders of Series A Preferred Stock. If the Company takes any action affecting the Common Stock, other than an action described in Sections 8(a) though 8(d), which upon a determination by the Board of Directors by action of an Independent Majority, such determination intended to be a “fact” for purposes of

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Section 151(a) of the General Corporation Law of the State of Delaware, would materially adversely affect the conversion rights of the holders of the Series A Preferred Stock, the Conversion Rate shall be increased, to the extent permitted by law, in such manner, if any, and at such time, as the Board of Directors by action of an Independent Majority determines in good faith to be equitable in the circumstances.

Section 9        Voting Rights.

(a)        General. The holders of shares of Series A Preferred Stock shall be entitled to vote with the holders of shares of Common Stock on all matters submitted to a vote of shareholders of the Company, except as otherwise provided herein or by applicable law. Each holder of shares of Series A Preferred Stock shall be entitled to the number of votes equal to the largest number of whole shares of Common Stock into which all shares of Series A Preferred Stock held of record by such holder could then be converted pursuant to Section 7 at the record date for the determination of the shareholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is first executed. The holders of shares of Series A Preferred Stock shall be entitled to notice of any meeting of shareholders of the Company in accordance with the Bylaws.

(b)        Election of Directors.

(1)        Election. If (i) the Investor is entitled to designate one or more directors to the Board of Directors pursuant to the terms and conditions of Section 2.1 of the Investor Rights Agreement and (ii) the shareholders of the Company fail to elect any of the directors so designated by the Investor, in each case at any annual or special meeting called for, among other items, the election of directors, then the Investor Majority shall be entitled to elect such persons to the Board of Directors that were designated by the Investor and not subsequently elected to the Board of Directors by the shareholders of the Company (each such director, a “Preferred Director”).

(2)        Term. Each Preferred Director shall serve until the next annual meeting of the shareholders of the Company and until his or her successor is elected and qualifies in accordance with this Section 9(b) and the Bylaws, unless such Preferred Director is earlier removed in accordance with the Bylaws or Investor Rights Agreement, resigns or is otherwise unable to serve. Subject to the Investor Rights Agreement, in the event any Preferred Director is removed, resigns or is unable to serve as a member of the Board of Directors, the Investor Majority shall have the right to fill such vacancy. Each Preferred Director may only be elected to the Board of Directors by the holders of the Series A Preferred Stock in accordance with this Section 9(b), and each such director’s seat shall otherwise remain vacant.

(3)        Non-Limitation of Voting Rights. For the avoidance of doubt, the right of the Permitted Holders to vote for the election of the Preferred Directors shall be in addition to the right of the Series A Preferred Stock to vote together with the holders of Common Stock for the election of the other members of the Board of Directors.

(c)        Class Voting Rights as to Particular Matters. In addition to any other vote or consent of shareholders required by law or by the Certificate of Incorporation, the affirmative vote or consent of the Investor Majority, given in person or by proxy, either in writing without a meeting

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or by vote at any meeting called for the purpose, shall be necessary for effecting any of the actions described in clauses (1) through (3) below:

(1)        Dividends, Repurchase and Redemption.

(A)        The declaration or payment of any dividend or distribution on Common Stock, other Junior Stock or Parity Stock (other than (i) a dividend payable solely in Junior Stock and (ii) dividends or distributions paid exclusively in cash to the extent that the Series A Preferred Stock participates on an as-converted basis with the Common Stock in a cash dividend or distribution in accordance with Section 4(a)) if, at the time of such declaration, payment or distribution, dividends on the Series A Preferred Stock have not been paid in full in cash; or

(B)        the purchase, redemption or other acquisition for consideration by the Company, directly or indirectly, of any Common Stock, other Junior Stock or Parity Stock (except as necessary to effect (1) a reclassification of Junior Stock for or into other Junior Stock, (2) a reclassification of Parity Stock for or into other Parity Stock with the same or lesser aggregate liquidation preference, (3) a reclassification of Parity Stock into Junior Stock, (4) the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, (5) the exchange or conversion of one share of Parity Stock for or into another share of Parity Stock with the same or lesser per share liquidation amount or (6) the exchange or conversion of one share of Parity Stock into Junior Stock), in each case if, at the time of such purchase, redemption or other acquisition, dividends on the Series A Preferred Stock have not been paid in full in cash;

(2)        Amendment of Series A Preferred Stock. Any amendment, alteration or repeal of any provision of the Certificate of Incorporation or Certificate of Designations so as to adversely affect the relative rights, preferences, privileges or voting powers of the Series A Preferred Stock; or

(3)        Authorizations, Issuances and Reclassifications. The authorization or creation of, issuance of, or reclassification into, Parity Stock (including additional shares of the Series A Preferred Stock other than shares of the Series A Preferred Stock issued as PIK Dividends) or Capital Stock that would rank senior to the Series A Preferred Stock.

(d)        Changes after Provision for Redemption. No vote or consent of the holders of Series A Preferred Stock shall be required pursuant to Section 9(c) if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of Series A Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 6 above.

Section 10        Reorganization Events.

(a)        In the event of:

(1)        any consolidation or merger of the Company with or into another Person or of another Person with or into the Company;

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(2)        any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety;

(3)        any statutory share exchange of the Company with another Person (other than in connection with a merger or acquisition); or

(4)        any tender offer or exchange offer which, in combination with any related transactions, would result in a Change of Control of the Company (in which case, the Reorganization Event for such purposes shall be all such transactions taken together),

in each case in which holders of Common Stock would be entitled to receive cash, securities or other property for their shares of Common Stock (any such event specified in this Section 10(a), a “Reorganization Event”), each share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shall (subject to conversion rights pursuant to Section 7), in the event of a Change of Control, be exchanged for (or in the event that the transaction is not a Change of Control, be exchanged for the right to receive upon conversion of the Series A Preferred Stock thereafter at the time of the holder’s election, in accordance with the terms hereof) whichever of the following has the greatest value (as determined by the Board of Directors in its reasonable discretion): (A) an amount in cash equal to the sum of (1) the Liquidation Preference per share of the Series A Preferred Stock plus (2) an amount per share equal to accrued but unpaid dividends not previously added to the Liquidation Preference from and including the immediately preceding Dividend Payment Date to but excluding the date on which such Reorganization Event occurs (the “Reorganization Event Date”); (B) an amount equal to the product of (I) the Per Share Amount as of the Reorganization Event Date multiplied by (II) the amount of cash, securities or other property (such securities or other property having a value equal to its fair market value as reasonably determined by the Board of Directors) distributed or to be distributed in respect of the Common Stock in connection with such Reorganization Event to a holder of Common Stock that was not the counterparty to the Reorganization Event or an Affiliate of such counterparty (such cash, securities and other property, the “Exchange Property”); and (C) to the extent the Reorganization Event constitutes or would constitute a Fundamental Change, an amount in cash equal to the product of (x) 101% multiplied by (y) the sum of (1) the Liquidation Preference per share of the Series A Preferred Stock plus (2) an amount per share equal to accrued but unpaid dividends not previously added to the Liquidation Preference from and including the immediately preceding Dividend Payment Date to, but excluding, the Reorganization Event Date; provided, however, that the Company shall not distribute cash, securities or other property as provided in this Section 10(a) to either the holders of the Common Stock or the Preferred Stock to the extent such distribution would be prohibited by any provision of any Debt Document. In case of any Reorganization Event, provision shall be made in such transaction so that the holders of any Series A Preferred Stock shall be entitled, but not obligated, to participate in whole or in part in such Reorganization Event directly by surrendering such Series A Preferred Stock in exchange for the Exchange Property receivable in such Reorganization Event applicable to such Series A Preferred Stock on an as converted basis.

(b)        In the event that (i) the Board of Directors determines pursuant to Section 10(a) that the Series A shall be exchanged for Exchange Property and (ii) the holders of the shares of the Common Stock have the opportunity to elect the form of consideration to be received in such

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transaction, the “Exchange Property” that holders of the Series A Preferred Stock shall be entitled to receive shall be determined by the holders of a majority of the outstanding shares of Series A Preferred Stock.

(c)        The above provisions of this Section 10 shall similarly apply to successive Reorganization Events.

(d)        Notwithstanding anything to the contrary, Section 10(a) shall not apply in the case of, and a Reorganization Event shall not be deemed to be, a merger, consolidation, reorganization or statutory share exchange (x) among the Company and its direct and indirect Subsidiaries or (y) between the Company and any Person for the primary purpose of changing the domicile of the Company (a “Internal Reorganization Event”). Without limiting the rights of the holders of the Series A Preferred Stock set forth in Section 9(c)(2), the Company shall not effectuate an Internal Reorganization Event unless the Series A Preferred Stock shall be outstanding as a class of preferred stock of the surviving company having the same rights, terms, preferences, liquidation preference and accrued and unpaid dividends as the Series A Preferred Stock in effect immediately prior to such Internal Reorganization Event, as adjusted for such Internal Reorganization Event pursuant to this Certificate of Designations after giving effect to any such Internal Reorganization Event. The Company (or any successor) shall, within 20 days of the occurrence of any Internal Reorganization Event, provide written notice to the holders of the Series A Preferred Stock of the occurrence of such event. Failure to deliver such notice shall not affect the operation of this Section 10(d) or the validity of any Internal Reorganization Event.

Section 11        Record Holders. To the fullest extent permitted by applicable law, the Company may deem and treat the record holder of any share of the Series A Preferred Stock as the true and lawful owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary.

Section 12        Notices.

(a)        General. All notices or communications in respect of the Series A Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Certificate of Incorporation or Bylaws or by applicable law or regulation. Notwithstanding the foregoing, if the Series A Preferred Stock is issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of the Series A Preferred Stock in any manner permitted by such facility.

(b)        Notice of Certain Events. The Company shall, to the extent not included in the Exchange Act reports of the Company, provide reasonable written notice to each holder of the Series A Preferred Stock of any event that has resulted in (i) a Fundamental Change and (ii) an event the occurrence of which would result in an adjustment to the Conversion Rate, including the then applicable Conversion Rate.

Section 13        Replacement Certificates. The Company shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Company. The Company shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to

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the Company of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Company.

Section 14        Other Rights. The shares of Series A Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation or as provided by applicable law and regulation.

Section 15        Further Assurances. The Company shall take such actions as are reasonably required in order for the Company to satisfy its obligations under this Certificate of Designations, including, without limitation, using reasonable best efforts in obtaining the approval of the holders of any class or series of Capital Stock or making any filings, in each case as required pursuant to applicable law or the listing requirements (if any) of any national securities exchange on which any class or series of Capital Stock is then listed or traded. The Company further agrees to cooperate with the holders of Series A Preferred in the making of any filings under applicable law that are to be made by the Company or any such holder in connection with any PIK Dividends or the exercise of any such holder’s rights hereunder.

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IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be duly executed and acknowledged by its undersigned duly authorized officer this 12th of February, 2016.

ACCRETIVE HEALTH, INC.
By:	/s/ Emad Rizk
Name:  Emad Rizk
Title:    Chief Executive Officer and President

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EX-7.4

Exhibit 7.4

INVESTOR RIGHTS AGREEMENT

INVESTOR RIGHTS AGREEMENT

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.

WHEREAS, on December 7, 2015, the Company and the Investor entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to sell to the Investor, and the Investor agreed to purchase from the Company, the Preferred Shares and the Warrant on the terms and subject to the conditions set forth in the Purchase Agreement; and

WHEREAS, it is a condition to the closing of the transactions contemplated by the Purchase Agreement that the Company and the Investor enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the agreements contained in this Agreement, and intending to be legally bound by this Agreement, the Company and the Investor agree as follows:

Section 1.           Definitions. Capitalized terms used and not otherwise defined in this Agreement that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:

“Indebtedness” means (i) indebtedness for borrowed money whether or not evidenced by bonds, notes, debentures or other similar instruments, including purchase money obligations or other obligations relating to the deferred purchase price of property, (ii) obligations as lessee under leases which have been recorded as capital leases and (iii) obligations under guaranties in respect of indebtedness or obligations of others of the kind referred to in clauses (i) through (ii) above, as reported in accordance with GAAP, provided that Indebtedness shall not include (A) trade payables and accrued expenses arising in the ordinary course of business and (B) indebtedness, obligations under guaranties and other liabilities owed by the Company to its Subsidiaries or among the Company’s Subsidiaries.

“MPSA” means that certain amended and restated Master Professional Services Agreement, dated as of the date hereof, by and between Ascension Health Alliance d/b/a Ascension (“Ascension”) and the Company (as may amended or supplemented from time to time).

“New Securities” means any shares of capital stock of the Company, including Common Stock and Preferred Shares, whether authorized or not by the Board or any committee of the Board, and rights, options, or warrants to purchase said shares of capital stock, and securities of any type whatsoever that are, or may become, convertible, exchangeable or exercisable into capital stock; provided, however, that the term “New Securities” shall not include: (i) securities issued to employees, consultants, officers and directors of the Company, pursuant to any arrangement approved by the Board or the Board’s Compensation Committee; (ii) securities issued to the sellers pursuant to the acquisition of another business entity by the Company by merger, purchase of substantially all of the assets or shares, or other reorganization whereby the Company will own equity securities of the surviving or successor corporation; (iii) securities issued in an underwritten registered public offering, provided that the Company shall have complied with Section 5 with respect to such securities; (iv) securities issued pursuant to any rights or

agreements, including, without limitation, convertible securities, options and warrants, provided that either (x) the Company shall have complied with Section 5 with respect to the initial sale or grant by the Company of such rights or agreements or (y) such rights or agreements existed on or prior to the date hereof (it being understood that any modification or amendment to any such pre-existing right or agreement subsequent to the date hereof with the effect of increasing the percentage of the Company’s fully-diluted securities underlying such rights agreement shall not be included in this clause (iv)); (v) securities issued in connection with any stock split, stock dividend or recapitalization by the Company; (vi) Preferred Shares issued pursuant to the Purchase Agreement and Common Stock issued upon conversion of such Preferred Shares; (vii) Common Stock issued pursuant to the Warrant Agreement and (viii) any right, option, or warrant to acquire any security convertible into the securities excluded from the definition of New Securities pursuant to clauses (i) through (vi) above.

“Ownership Percentage” means, as of any date, the percentage equal to (i) the difference of (x) the aggregate number of shares of Common Stock issued to the Investor pursuant to the Purchase Agreement and issued pursuant to any preemptive rights pursuant to this Agreement (determined by treating Customer Shares as still being held by Investor and calculated assuming the full exercise and conversion of the Preferred Shares, the shares of Series A Preferred issued as PIK Dividends (as defined in the Certificate of Designations) or issuable as accrued and unpaid PIK Dividends not previously added to the Liquidation Preference (as defined in the Certificate of Designations), in either case on or before such date, and the Warrant issued to the Investor pursuant to the Purchase Agreement), minus (y) the aggregate number of any shares of Common Stock (calculated assuming the full exercise and conversion of such Preferred Shares, the shares of Series A Preferred issued as PIK Dividends (as defined in the Certificate of Designations) or issuable as accrued and unpaid PIK Dividends not previously added to the Liquidation Preference (as defined in the Certificate of Designations), in either case on or before such date, and the Warrant) transferred by the Investor to any Person (including to the Company in connection with a redemption pursuant to the terms of the Certificate of Designations or Warrant Agreement, but excluding any transfers to funds managed by TowerBrook Capital Partners L.P., Ascension or their respective Affiliates (each, an “Investor Affiliate”) who, if required by Section 4.1, executes a written joinder agreement in a form approved by the Company pursuant to Section 4.1) divided by (ii) the total number of shares of Common Stock then outstanding (calculated assuming the full exercise and conversion of the Preferred Shares, the shares of Series A Preferred issued as PIK Dividends (as defined in the Certificate of Designations) or issuable as accrued and unpaid PIK Dividends not previously added to the Liquidation Preference (as defined in the Certificate of Designations), in either case on or before such date, and Warrant issued to the Investor pursuant to the Purchase Agreement).

“Ownership Threshold” means, as of any date, the Investor and the Investor Affiliates taken together holding in aggregate at least (x) 75% of the Preferred Shares issued to the Investor on the date hereof or shares of Common Stock into which they have been converted or (y) 33% of the Common Stock on an as-converted basis for purposes of Section 2.1(a) or 25% of the Common Stock on an as-converted basis for all purposes other than Section 2.1(a) (calculated for purposes of this clause (y) assuming full exercise and conversion of the Preferred Shares and the Warrant). If Preferred Shares issued under the Purchase Agreement are transferred to one or more customers of the Company (including Persons that become customers upon the consummation of such transfer in accordance with this Agreement), then up to 25% of such transferred Preferred Shares held by one or more customers of the Company in the aggregate shall be included in clauses (x) and (y) along with the Preferred Shares and shares of Common Stock held by Investor for purposes of determining the Ownership Threshold (such Preferred Shares, “Customer Shares”).

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Section 2.              Governance Matters.

Section 2.1            Board Composition.

(a)            Concurrently with the execution of this Agreement, each member of the Board who is not listed on Schedule I (the “Resigning Directors”) shall resign from the Board, effective immediately, and immediately upon such resignations, the Board shall fill the resulting vacancies so that the Board will consist of only the individuals set forth on Schedule 1 hereto until at least the 2016 annual meeting of the Company’s stockholders or such individual’s earlier resignation, death or removal. After the date hereof,

(i) for so long as the Ownership Threshold is met the Investor shall be entitled to nominate such number of individuals to the Board constituting a majority of directors,

(ii) for so long as the Ownership Threshold is not met but the Investor’s Ownership Percentage exceeds 10% of the Common Stock on an as-converted basis, then the Investor shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) two directors, and

(iii) for so long as the Investor’s Ownership Percentage is in the aggregate at least 5% but less than 10% of the Common Stock on an as-converted basis, then the Investor shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) one director (each, an “Investor Designee,” and collectively, the “Investor Designees”).

For so long as the Ownership Threshold is met, (A) the Investor shall be entitled to designate the chairperson of the Board and (B) except as otherwise directed or agreed by the Investor and to the extent required by applicable listing standards (including any requirements for initial listing), the Company agrees to cause all members of the Board that are not Investor Designees (other than the chief executive officer of the Company) to be “independent” as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law (and all non-Investor Designees listed on Schedule 1 other than the chief executive officer of the Company have agreed to resign if necessary to effectuate the foregoing). To the extent required by applicable listing standards (including any requirements for initial listing), Investor Designees shall include a number of persons that qualify as “independent” directors as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law such that, together with any other “independent” directors then serving on the Board that are not Investor Designees, the Board is comprised of at least a majority of “independent” directors. The Company shall, at any annual or special meeting of shareholders of the Company at which directors are to be elected, subject to the fulfillment of the requirements set forth in Section 2.1(b), nominate the Investor Designees for election to the Board and use all commercially reasonable efforts to cause the Investor Designees to be elected as directors of the Board.

(b)            Any Investor Designee shall be reasonably acceptable to the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company’s corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time. The Investor shall notify the Company of any proposed Investor Designee in writing no later than the latest date on which

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shareholders of the Company may make nominations to the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the Company (the “Nominee Disclosure Information”); provided, further that in the event the Investor fails to provide any such notice, the Investor Designee shall be the person then serving as the Investor Designee as long as the Investor provides the Nominee Disclosure Information to the Company promptly upon request by the Company.

(c)            In the event of the death, disability, resignation or removal of an Investor Designee, the Board will promptly elect to the Board a replacement director designated by the Investor, subject to the fulfillment of the requirements set forth in Section 2.1(b), to fill the resulting vacancy, and such individual shall then be deemed an Investor Designee for all purposes under this Agreement.

Section 2.2            Committee Membership. After the date hereof, and subject to applicable law and the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any), the Company will offer the Investor Designees an opportunity to, at Investor’s option, either sit on each regular committee of the Board in relative proportion to the number of Investor Designees on the Board or attend (but not vote) at the meetings of such committee as an observer. If an Investor Designee fails to satisfy the applicable qualifications under law or stock exchange listing standard to sit on any committee of the Board, then the Board shall offer such Investor Designee the opportunity to attend (but not vote) at the meetings of such committee as an observer.

Section 2.3            Compensation and Benefits. Each of the Investor Designees will be entitled to receive similar compensation, benefits, reimbursement (including of travel expenses), indemnification and insurance coverage for their service as directors as the other outside directors of the Company. For so long as the Company maintains directors and officers liability insurance, the Company shall include each Investor Designee as an “insured” for all purposes under such insurance policy for so long as such Investor Designee is a director of the Company and for the same period as for other former directors of the Company when such Investor Designee ceases to be a director of the Company.

Section 2.4            Special Approval Matters.

(a)            For so long as the Ownership Threshold is met, the following matters will require the approval of the holders of a majority of the Series A Preferred Stock (on an as-converted basis, including any shares of Common Stock issued upon the conversion thereof) that is held by the Investor or any Investor Affiliate to proceed with such a transaction (excluding any such transaction between the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries):

(i)            the amendment or modification of the Company’s Certificate of Incorporation, Bylaws or Certificate of Designations for the Series A Preferred Stock in any manner that materially and adversely affects the rights, preferences or privileges of the holders of Series A Preferred;

(ii)           the making of any distribution, declaring of any dividend on equity securities of the Company or any of its Subsidiaries ranking equally or junior to the Series A Preferred Stock;

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(iii)          the repurchase or redemption of any equity securities of the Company or any of its Subsidiaries ranking equally or junior to the Series A Preferred Stock if at the time of such repurchase or redemption, any accrued dividends on the Series A Preferred Stock have not been paid in full in cash;

(iv)          the creation, authorization or issuance of any equity securities of the Company or any of its Subsidiaries that would rank equally or senior to the Series A Preferred Stock;

(v)           any amendment of the MPSA;

(vi)          the incurrence of any Indebtedness in excess of $25.0 million in the aggregate during any fiscal year (other than refinancings of existing Indebtedness);

(vii)         the sale, transfer or other disposition of assets or businesses of the Company or its Subsidiaries with a value in excess of $10.0 million in the aggregate during any fiscal year (other than sales of inventory or supplies in the ordinary course of business, sales of obsolete assets (excluding real estate), sale-leaseback transactions and accounts receivable factoring transactions);

(viii)        the acquisition of any assets or properties (in one or more related transactions) for cash or otherwise for an amount in excess of $10.0 million in the aggregate during any fiscal year (other than acquisitions of inventory and equipment in the ordinary course of business);

(ix)           capital expenditures in excess of $10.0 million individually (or in the aggregate if related to an integrated program of activities) or in excess of $10.0 million in the aggregate during any fiscal year;

(x)            the approval of the Company’s annual budget;

(xi)           the hiring or termination of the Company’s chief executive officer;

(xii)          the appointment or removal of the chairperson of the Board; and

(xiii)         making, or permitting any Subsidiary to make, loans to, investments in, or purchasing, or permitting any Subsidiary to purchase, any stock or other securities in another corporation, joint venture, partnership or other entity in excess of $5.0 million in the aggregate during any fiscal year.

(b)           For so long as the Ownership Threshold is met, increasing the size of the Board beyond 9 directors will require the approval of a majority of the Investor Designees.

(c)           (i) When the Ownership Threshold is met, any transaction, agreement, commitment or arrangement between the Company, on the one hand, and the Investor or any Investor Affiliate, on the other hand (other than any amendment of the MPSA) and (ii) any transfer of Preferred Shares to any customer of the Company shall require the approval of a majority of the directors of the Board then in office who are not Investor Designees or otherwise affiliates of the Investor, other than a Pro Rata Transaction or in a Reorganization Event (as defined in the Certificate of Designations).

Section 2.5            Books and Records; Access. For so long as the Investor’s Ownership Percentage is 5% or more, the Company shall permit the Investor and its designated representatives (that, for the avoidance of doubt, cannot include any transferee (other than an Investor Affiliate) or customer of the

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Company), at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company and the Company Subsidiaries and to discuss the affairs, finances and condition of the Company or any of the Company Subsidiaries with the officers of the Company or any such Company Subsidiary.

Section 3.            Voting Agreement.

Section 3.1           Voting Agreement as to Certain Matters. For so long as there is at least one Investor Designee on the Board, the Investor will cause all of its shares of Company capital stock that are entitled to vote, whether now owned or hereafter acquired (collectively, the “Voting Securities”), to be voted (i) in favor of any nominee or director nominated by the Governance Committee (provided that the Governance Committee is consistent with the terms of Section 2.1) and (ii) against the removal of any director nominated by the Governance Committee. Notwithstanding anything to the contrary, there shall be no restriction on the ability of the Investor to exercise its voting rights pursuant to Section 9(b) and 9(c) of the Certificate of Designations.

Section 3.2           No Successors in Interest. The provisions of this Section 3 shall not be binding upon the successors in interest to any of the Voting Securities other than Investor Affiliates.

Section 4.             Restrictions on Transfer

Section 4.1           No Transfer of Shares Prior to First Anniversary. Prior to February 16, 2017, neither the Investor nor any Investor Affiliate may directly or indirectly sell, transfer, pledge, encumber, assign or otherwise dispose of the Warrant, any Preferred Shares, any shares of Series A Preferred issued as PIK Dividends, or any shares of Common Stock issued upon a conversion of the Preferred Shares or exercise of the Warrant (or any direct or indirect interest therein) to any Person without the prior written consent of the Company (which consent may be given or withheld, or made subject to such conditions as are determined by the Company, in its sole discretion) other than any Permitted Transfer. Any purported transfer which is not in accordance with the terms and conditions of this Section 4.1 shall be, to the fullest extent permitted by law, null and void ab initio and, in addition to other rights and remedies at law and in equity, the Company shall be entitled to injunctive relief enjoining the prohibited action.

Section 4.2           Transfer of Preferred Shares. Following February 16, 2017, neither the Investor nor any Investor Affiliate may at any time directly or indirectly sell, transfer, pledge, encumber, assign or otherwise dispose of any Preferred Shares or any shares of Series A Preferred issued as PIK Dividends (or any director or indirect interest therein) to any Person without the prior written consent of the Company (which consent may be given or withheld, or made subject to such conditions as are determined by the Company, in its sole discretion) other than (i) in any Permitted Transfer or (ii) at any such time when the Current Market Price (as defined in the Certificate of Designations) is less than the quotient of $1,000 divided by the Conversion Rate in effect from time to time (each as defined in the Certificate of Designations). Any purported transfer which is not in accordance with the terms and conditions of this Section 4.2 shall be, to the fullest extent permitted by law, null and void ab initio and, in addition to other rights and remedies at law and in equity, the Company shall be entitled to injunctive relief enjoining the prohibited action.

Section 4.3           No Transfer to Competitors. Neither the Investor nor any Investor Affiliate may at any time directly or knowingly indirectly (without any duty of investigation) transfer any Preferred Shares, Warrant, any shares of Series A Preferred issued as PIK Dividends or any shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of any Warrant to any Competitor of

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the Company without the prior written consent of the Company (which consent may be given or withheld, or made subject to such conditions as are determined by the Company, in its sole discretion), other than in connection with any Pro Rata Transaction or in a Reorganization Event (as defined in the Certificate of Designations). For purposes of this Section 4.1, “Competitor” shall mean (i) any Person that (x) sells (A) hospital or medical professional group revenue cycle management services or software or (B) physician advisory services and (y) such sales represent greater than 50% of the total annual sales, for the most recent completed fiscal year, of such Person and its direct and indirect subsidiaries taken as a whole and (ii) any Person that has direct or indirect majority voting control of any Person identified in the preceding clause (i).

Section 4.4           No Block Transfers to Individual Persons. Neither the Investor nor any Investor Affiliate may, individually or acting together with any other person as a “group” (within the meaning of Section 13(d)(3) of the Exchange Act), at any time knowingly, directly or indirectly transfer any shares of Common Stock issued or issuable upon conversion of the Preferred Shares, any shares of Series A Preferred issued as PIK Dividends or exercise of any Warrant (a) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) in an amount constituting 15% or more of the voting capital stock of the Company then outstanding (as calculated from the cover of the Company’s most recent Form 10-K or 10-Q, as applicable, filed with the Securities and Exchange Commission and publicly available on EDGAR) or (b) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that, immediately following such transfer, would beneficially own in the aggregate more than 19.9% of the voting capital stock of the Company then outstanding based on filings with the Securities Exchange Commission of a Schedule 13D or 13G for that transferee publicly available on EDGAR at least one Business Day prior to such transfer (other than, in each case of clauses (a) or (b), to (i) the Investor, (ii) any of its Affiliates (including commonly controlled or managed investment funds) who execute a written joinder agreement in a form approved by the Company pursuant to which such Affiliate agrees to be bound by the terms of Section 3, Section 4 and Section 6, (iii) in connection with any Permitted Transfer or (iv) in connection with a bona fide public offering or distribution.

Section 4.5            Permitted Transfers. The following transfers (“Permitted Transfers”) shall be permitted without the Company’s consent:

(i) to an Investor Affiliate who executes a written joinder agreement pursuant to which such Investor Affiliate agrees to be bound by the terms of this Agreement (a “Joinder”),

(ii) in a Reorganization Event (as defined in the Certificate of Designations),

(iii) in connection with a redemption by the Company (including if initiated by Investor) pursuant to the terms of the applicable Certificate of Designations, or

(iv) in any Pro Rata Transaction.

For purpose of this Agreement, a “Pro Rata Transaction” shall mean any transaction (excluding any Reorganization Event (as defined in the Certificate of Designations)) in which all shareholders (x) are offered pro rata tag along rights on terms substantially similar to those given to the Investor and (y) are entitled to receive consideration of equal market value (on a per share, as-converted or exercised basis), with no value paid to any holder of Preferred Shares or the Warrant in respect of any liquidation preference, option value, dividend (except for any accrued but unpaid dividends in accordance with the Certificate of Designations through the date of such transaction) or any other rights related to the Preferred

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Shares or Warrant. The Company shall cooperate with, and not frustrate, any transfers by Investor or any Investor Affiliate that are not prohibited by this Agreement.

Section 5.             Right of First Offer.

Section 5.1           Subject to the terms and conditions set forth in this Section 5, the Investor has the right to purchase from the Company an amount of any New Securities that the Company may, from time to time, propose to issue and sell equal to the Investor’s Ownership Percentage (calculated as of the date of delivery of such Notice of Issuance) to the extent such New Securities are actually issued.

Section 5.2           In the event the Company proposes to undertake an issuance of New Securities, it shall give the Investor written notice of its intention, describing the type of New Securities and the price and terms upon which the Company proposes to issue such New Securities (a “Notice of Issuance”). The Investor shall have thirty (30) days from the date of delivery of a Notice of Issuance to the Investor to agree to purchase a portion of the New Securities equal to the Investor’s Ownership Percentage (calculated as of the date of delivery of such Notice of Issuance), for the price and upon the terms specified in the Notice of Issuance. On or prior to the expiration of such thirty (30) day period, the Investor shall deliver a written notice to the Company stating the quantity of New Securities to be purchased by the Investor (the “Investor Response”), which written notice shall be binding on the Company and the Investor subject only to the completion of the issuance of New Securities described in the applicable Notice of Issuance.

Section 5.3           The Company shall have 120 days following the earlier of (i) the expiration of the thirty (30) day period described in Section 5.2 and (ii) the delivery of the Investor Response to sell or enter into an agreement to sell the New Securities with respect to which the Investor’s right to purchase was not exercised, at a price and upon terms no more favorable than those specified in the Notice of Issuance. If the Company does not sell such New Securities or enter into an agreement to sell such New Securities within such 120-day period, then the Company shall not thereafter issue or sell any New Securities without first offering such New Securities to the Investor in the manner provided in Section 5.2.

Section 5.4           If, at the close of any Business Day following the date hereof, the Investor’s Ownership Percentage is less than 10%, then all obligations of the Company pursuant to this Section 5 shall immediately terminate.

Section 6.             Standstill Restrictions.

Section 6.1           Until the later of (x) the time that the Investor’s Ownership Percentage is less than 25% of the Common Stock on an as-converted basis and (y) the third anniversary of the date hereof (and, in the case of (iv) – (vii), only for so long as the designees of Investor under section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither the Investor nor any Investor Affiliate shall (i) directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity securities of the Company, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Preferred Shares, Warrant, Common Stock acquired upon conversion of such Preferred Shares and exercise of the Warrant and any Preferred Shares or Common Stock paid as dividends or as an increase of the accrued liquidation payment amount or distributions thereon or as otherwise would not increase the Investor’s beneficial ownership of the Company’s Common Stock by greater than 1% on an as-converted basis, (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 6, or seek a release of such restrictions, (iii) deposit any Preferred Shares or Common Stock in a voting trust or similar arrangement or subject any Preferred

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Shares or Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Preferred Shares or Common Stock to any person not affiliated with the Investor or Company management; (iv) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of Subsidiary of the Company, (v) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of the Company except for any group constituting solely of the Investor and Investor Affiliates, (vi) seek the removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any directors not nominated by the Board), except as otherwise provided in Section 2.4(b) and the Series A Certificate of Designations, (vii) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) make, or take, any action that would reasonably be expected to cause the Company to make a public announcement regarding any intention of the Investor to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict the Investor from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board pursuant to the terms of the Series A Certificate of Designations from exercising their fiduciary duties or powers as directors.

Section 6.2           Notwithstanding the foregoing, if the Board decides to engage in a process that could give rise to a change of control of the Company, the Company shall invite the Investor to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that in the event the Investor participates in such process, each Investor Designee shall recuse himself or herself from voting on, or otherwise receiving any confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination of the Investor’s participation in any process, the Investor’s right to vote on, and receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor may submit a confidential private acquisition proposal to the Board and respond to any related inquiries from the Board, provided that any such proposal shall be conditioned on approval of the Board.

Section 7.             Termination. Other than the termination provisions applicable to particular Sections of this Agreement that are specifically provided elsewhere in this Agreement, this Agreement shall terminate (a) upon the mutual written agreement of the Company and the Investor, (b) upon written notice of either the Company or the Investor at such time as the Investor’s Ownership Percentage is less than 5% or (c) upon written notice of the Investor upon a material breach of this Agreement or the Purchase Agreement by the Company; provided that Section 4 will survive any termination of this Agreement pursuant to Section 7(c) if at the time of such material breach, (i) Investor had a majority of the directors and (ii) either any action by the board of directors or any failure to act by the board of directors caused the breach of this Agreement.

Section 8.              Confidentiality. All confidentiality agreements between the Company and Ascension, and between the Company and TowerBrook Capital Partners L.P., including the Confidentiality Agreement and SEM Confidentiality Agreements (each as defined in the Purchase Agreement) are hereby terminated as of the date of this Agreement. On the date of this Agreement, the Investor, TowerBrook Capital Partners L.P., Ascension and the Company shall enter into a confidentiality agreement substantially in the form attached hereto as Exhibit A.

Section 9.             Section 16b-3. So long as the Investor has the right to designate an Investor Designee, the Board shall take such action as is reasonably necessary to cause the exemption of any

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acquisition or disposition of Preferred Shares, Warrants, Common Stock or any Registrable Securities by the Investor from the liability provisions of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 so long as such exemption is not prohibited by applicable law; for the avoidance of doubt, the Company shall pass one or more exemptive resolutions by the Board each time there is any purported acquisition or disposition of Preferred Shares, Warrant, Common Stock or any Registrable Securities by the Investor with requisite specificity to exempt from the liability provisions of Section 16(b) of the Exchange Act pursuant to Rule 16b-3.

Section 10.            Tax Matters.

Section 10.1          The Investor shall deliver to the Company within ninety (90) days after the date hereof two original copies of whichever of the following is applicable: (i) duly completed and executed copies of Internal Revenue Service Form W-8BEN (or any subsequent versions thereof or successors thereto), claiming eligibility (if any) for benefits of an income tax treaty to which the United States of America is a party, (ii) duly completed and executed copies of Internal Revenue Service Form W-8ECI (or any subsequent versions thereof or successors thereto), (iii) duly completed and executed copies of Internal Revenue Service Form W-8EXP (or any subsequent versions thereof or successors thereto) (iv) duly completed and executed copies of Internal Revenue Service Form W-9 (or any subsequent versions thereof or successors thereto), (v) duly completed and executed copies of Internal Revenue Service Form W-8IMY (or any subsequent versions thereof or successors thereto), together with forms and certificates described in clauses (i) through (iv) above (and additional Form W-8IMYs (or any subsequent versions thereof or successors thereto)) as may be required or (vi) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Company to determine the withholding or deduction required to be made. In addition, in each of the foregoing circumstances, the Investor shall deliver such forms upon the obsolescence, expiration or invalidity of any form previously delivered by the Investor. The Investor shall, as promptly as reasonably practicable notify the Company at any time it determines that it is no longer in a position to provide any previously delivered form or certificate to the Company (or any other form of certification adopted by the United States of America or other taxing authorities for such purpose).

Section 10.2          The Investor shall deliver to the Company within ninety (90) days after the date hereof a schedule setting out the Investor’s calculations in reasonable detail as to how much withholding would be required on payments to the Investor or any Investor Affiliates (each such owner, an “Investor Group Member”) in the event of a taxable distribution and shall as promptly as reasonably practicable deliver an updated schedule whenever such information changes (including upon any transfer to Investor Group Members not party to this Agreement).

Section 10.3          Upon a transfer of shares of Series A Preferred to an Investor Group Member not party to this Agreement, within ninety (90) days after such transfer or such earlier date as may be reasonably necessary in light of any upcoming taxable distribution, the Investor shall cause the Investor Group Member receiving such transferred shares to provide the information required by the first sentence of Section 10.1 to be delivered to the Company and shall cause the Investor Group Member to comply with the second and third sentences of Section 10.1 (replacing for this purpose the term “Investor” with “Investor Group Member”).

Section 10.4          The Investor represents that it is a domestic corporation for federal income tax purposes and shall deliver to the Company an Internal Revenue Service Form W-9 to such effect.

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Section 11.          Miscellaneous.

Section 11.1          Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

Section 11.2         Jurisdiction; Enforcement. Each of the parties hereto hereby agrees that (i) all actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware and any state appellate court therefrom sitting in New Castle County in the State of Delaware (or, solely if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in this Section 11.2 in any such action or proceeding by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 11.6. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.3          Successors and Assigns. Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties; provided, however, the rights of the Investor under this Agreement shall not be assignable to any Person without the consent of the Company other than to an Investor Affiliate that executes a Joinder.

Section 11.4          No Third-Party Beneficiaries. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties to this Agreement any rights, remedies, obligations or liabilities under or by reason of this Agreement, and no Person that is not a party to this Agreement (including any partner, member, shareholder, director, officer, employee or other beneficial owner of any party, in its own capacity as such or in bringing a derivative action on behalf of a party) shall have any standing as third-party beneficiary with respect to this Agreement or the transactions contemplated by this Agreement.

Section 11.5          Entire Agreement. This Agreement, the Purchase Agreement and the other documents delivered pursuant to the Purchase Agreement (including the Warrant, Series A Certificate of Designations, Registration Rights Agreements, and Term Sheet, each as defined therein), constitute the full and entire understanding and agreement between the parties with regard to the subjects of this Agreement and such other agreements and documents.

Section 11.6          Notices. Except as otherwise provided in this Agreement, all notices, requests, claims, demands, waivers and other communications required or permitted under this Agreement shall be in writing and shall be mailed by reliable overnight delivery service or delivered by hand, facsimile or messenger as follows:

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If to the Company: Accretive Health, Inc.

Accretive Health, Inc.

401 North Michigan Avenue, Suite 2700

Chicago, IL 60611

Attention: General Counsel

Facsimile: (312) 277-6690

With a copy to (which shall not constitute notice) to:

Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
Attention: Richard W. Porter, P.C.
                  Robert M. Hayward, P.C.
Facsimile: (312) 862-2200

if to the Investor:
c/o TowerBrook Capital Partners L.P.

Park Avenue Tower

65 E. 55^th Street, 29^th Floor

New York, NY 10022

Attention: Glenn Miller
Facsimile: (917) 591-4789

with a copy to (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention: Steven A. Cohen
Facsimile: (212) 403-2347

and

Covington & Burling LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
Attention: Stephen A. Infante
Facsimile: (646) 441-9039

or in any such case to such other address, facsimile number or telephone as either party may, from time to time, designate in a written notice given in a like manner. Notices shall be deemed given when actually delivered by overnight delivery service, hand or messenger, or when received by facsimile if promptly confirmed.

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Section 11.7          Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement shall impair any such right, power, or remedy of such party, nor shall it be construed to be a waiver of or acquiescence to any breach or default, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default. All remedies, either under this Agreement or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

Section 11.8          Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only if such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and the Investor or, in the case of a waiver, by the party against whom the waiver is to be effective. Any consent hereunder and any amendment or waiver of any term of this Agreement by the Company must be approved in accordance with Section 2.4(c) herein. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securities purchased under this Agreement at the time outstanding (including securities into which such securities are convertible), each future holder that executes a Joinder, and the Company.

Section 11.9          Counterparts. This Agreement may be executed in any number of counterparts and signatures may be delivered by facsimile or in electronic format, each of which may be executed by less than all the parties, each of which shall be enforceable against the parties actually executing such counterparts and all of which together shall constitute one instrument.

Section 11.10          Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement and the balance of this Agreement shall be enforceable in accordance with its terms.

Section 11.11          Titles and Subtitles; Interpretation. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. When a reference is made in this Agreement to a Section, Schedule or Annex, such reference shall be to a Section, Schedule or Annex of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to in this Agreement means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is drafted by each of the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Investor Rights Agreement as of the date first above written.

COMPANY:
ACCRETIVE HEALTH, INC.
By:	/s/ Emad Rizk
	Name: Emad Rizk
	Title: Chief Executive Officer and President

INVESTOR:
TCP-ASCH ACHI SERIES LLLP
By: TCP-ASC GP, LLC, its General Partner
By:	/s/ Glenn F. Miller
	Name: Glenn F. Miller
	Title: Vice President

INVESTOR AFFILIATES:
TOWERBROOK INVESTORS IV
(ONSHORE), L.P.
By: TowerBrook Investors GP IV, L.P.
Its: General Partner
By: TowerBrook Investors, Ltd.
Its: General Partner
By:	/s/ Glenn F. Miller
	Name: Glenn F. Miller
	Title: Attorney-in-fact
TOWERBROOK INVESTORS IV (892), L.P.
By: TowerBrook Investors GP IV (Alberta),  L.P.
Its: General Partner
By: TowerBrook Investors, Ltd.
Its: General Partner
By:	/s/ Glenn F. Miller
	Name: Glenn F. Miller
	Title: Attorney-in-fact

Signature Page to Investor Rights Agreement

TOWERBROOK INVESTORS IV (OS), L.P.
By: TowerBrook Investors GP IV (Alberta),  L.P.
Its: General Partner
By: TowerBrook Investors, Ltd.
Its: General Partner
By:	/s/ Glenn F. Miller
	Name: Glenn F. Miller
	Title: Attorney-in-fact
TOWERBROOK INVESTORS IV EXECUTIVE FUND, L.P.
By: TowerBrook Investors GP IV, L.P.
Its: General Partner
By: TowerBrook Investors, Ltd.
Its: General Partner
By:	/s/ Glenn F. Miller
	Name: Glenn F. Miller
	Title: Attorney-in-fact
TOWERBROOK INVESTORS IV TEAM DAYBREAK, L.P.
By: TowerBrook Investors IV Team  Daybreak Cayman Holdco Ltd.
Its: General Partner
By:	/s/ Glenn F. Miller
	Name: Glenn F. Miller
	Title: Attorney-in-fact
ASCENSION HEALTH ALLIANCE D/B/A ASCENSION
By:	/s/Anthony J. Speranzo
	Name: Anthony J. Speranzo
	Title:   Executive Vice President &
	Chief Financial Officer

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Schedule 1

Directors

Joseph R. Impicciche

Anthony J. Speranzo

Ian Sacks

Neal Moszkowski

Dr. Emad Rizk

Steve Shulman

Charles J. Ditkoff

Alex J. Mandl

John B. Henneman, III

Exhibit A

Form of Confidentiality Agreement

TCP-ASC ACHI Series LLLP

c/o TowerBrook Capital Partners L.P.

Park Avenue Tower

65 East 55th Street, 27^th Floor

New York, New York 10022

Attention: Glenn F. Miller

Ladies and Gentlemen:

TCP-ASC ACHI Series LLLP (“you”) recently became a significant stockholder of Accretive Health, Inc. (the “Company”). In such capacity, the Company has (pursuant to prior confidentiality agreements) and may continue to provide you and your Representatives (as hereinafter defined) with non-public information regarding the Company, including information concerning the Company’s financial and operational performance. You acknowledge that this information, and other such information provided or to be provided to you or your Representatives in the future, is proprietary to the Company and may include trade secrets or other highly confidential non-public business information the disclosure of which could harm the Company. In consideration for, and as a condition of, this non-public information being furnished to you and your Representatives, you agree to treat any and all information concerning the Company that has been or is furnished to you or your Representatives (regardless of the manner in which it is furnished, including without limitation in written or electronic format or orally, gathered by visual inspection or otherwise) by or on behalf of the Company, together with the portions of any documents you create that contain such information (collectively, “Company Information”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forth. The term “Company Information” does not include information that (i) is or has become generally available to the public other than as a result of a direct or indirect disclosure by you or your Representatives in violation of this letter agreement, (ii) was within your or any of your Representatives’ possession prior to its being furnished to you by or on behalf of the Company, (iii) is received from a source other than the Company or any of its representatives; provided, that in the case of each of (ii) and (iii) above, the source of such information was not known by you to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company with respect to such information at the time the same was disclosed, or (iv) is independently developed by you or any of your Representative without breach of this letter agreement. For purposes of this letter agreement, “Representatives” means, collectively, (A) your partners, (B) your and your partners’ respective affiliates, and (C) your, your partners’ and such affiliates’ respective employees, officers, directors, advisors and consultants; provided, that no portfolio company of TowerBrook Capital Partners L.P. will have any obligation as a Representative pursuant to this Agreement unless and until Newco or TowerBrook Capital Partners L.P. shares furnishes Confidential Information to such portfolio company. The Company acknowledges that TowerBrook Capital Partners L.P.’s personnel, in addition to their roles as an employees or partners of TowerBrook Capital Partners L.P., may serve as officers or directors of portfolio companies and such portfolio companies will not be deemed to

have been furnished Confidential Information solely due to the dual role of any such personnel so long as such personnel do not use or disclose Confidential Information in such capacity.

1.          You hereby agree that you and your Representatives will, except to the extent required by applicable law or legal process, (a) keep the Company Information confidential in accordance with the terms and conditions of this letter agreement and (b) not disclose any of the Company Information in any manner whatsoever without the prior written consent of the Company; provided, however, that you and your Representatives may disclose any of such information to (x) your Representatives (i) who are assisting you or your partners with, and solely for purposes of, a direct or indirect investment in Accord and (ii) who are informed by you of the confidential nature of such information; provided, further, that you will be responsible for any violation of this letter agreement by your Representatives as if they were parties hereto and (y) a potential direct or indirect purchaser of your interest in the Company (or any interest in any of your partners’ beneficial ownership in such interest) or potential investor, or their respective affiliates and advisors but only (x) pursuant to a customary confidentiality agreement on terms comparable in the aggregate to this letter agreement and (y) in furtherance of a transaction that would not violate the Investor Rights Agreement between you and the Company, dated as of the date hereof, as in effect from time to time.

2.          In the event that you or any of your Representatives are required by applicable law or legal process to disclose any of the Company Information, to the extent lawful and practicable, you or such Representative will promptly notify the Company in writing so that the Company may seek a protective order or other appropriate remedy and (except to the extent legally prohibited) will reasonably cooperate with the Company in connection with the Company’s pursuit of any such order or remedy. It is understood that there shall be no “applicable law” requiring you to disclose any Company Information solely by virtue of the fact that, absent such disclosure, you would be prohibited from purchasing, selling, or engaging in derivative transactions with respect to, securities of the Company or otherwise proposing or making an offer to do any of the foregoing. Notwithstanding anything to the contrary in this paragraph, if you or any of your Representatives are subject to routine examination by a governmental regulatory agency the focus of which is not the Company or your investment in the Company, you or such Representative may disclose Confidential Information as requested by such agency in the course of any such examination, without complying with the foregoing notice and cooperation requirements.

3.          All Company Information shall remain the property of the Company. Neither you nor any of your Representatives shall by virtue of our disclosure of and/or your use of any Company Information acquire any rights with respect thereto, all of which rights (including all intellectual property rights) shall remain exclusively with the Company.

4.          You acknowledge that you are aware, and you will advise your Representatives to whom Company Information is disclosed, that the United States securities laws prohibit persons who are in possession of material, non-public information concerning a company, which may include certain of the information included in the Company Information, from purchasing or selling securities of such company and from communicating such material non-public information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase and sell such securities. Nothing in this letter agreement constitutes an

acknowledgement or statement that any Company Information constitutes material non-public information.

5.          Notwithstanding anything to the contrary herein, the restrictions contained in this letter agreement shall not apply to information furnished to any person serving on the board of directors of the Company in his or her capacity as a director of the Company to the extent of his or her lawful use of such information in such capacity. Nothing herein shall limit any such persons from fulfilling his or her fiduciary duties as members of the Company’s board of directors.

6.          This letter agreement shall be governed by the laws of the State of Delaware. This letter agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto. This letter agreement may be executed in two or more counterparts which together shall constitute a single agreement.

7.          The provisions of paragraph 1 above shall apply to any Confidential Information for 18 months following the termination of that certain Investor Rights Agreement, dated February 16, 2016, by and among the Company, you and the other parties thereto.

8.          This letter agreement may be terminated by either party by written notice delivered to the other, provided that any Company Information furnished to you prior to the termination date shall remain subject to the provisions of paragraph 1 of this letter agreement for the period described in paragraph 7 of this letter agreement.

9.          Further, the Company recognizes that the Investor Designees (as defined in the Investor Rights Agreement between you, the Company and the other parties thereto on the date hereof) (i) will from time to time receive non-public information concerning the Company and its subsidiaries, and (ii) may share such information with you and your Representatives. The Company hereby irrevocably consents to such sharing.

10.        This letter agreement is for the benefit of, and enforceable by and against, only the parties hereto. No other person shall have any liability hereunder (as a Representative or otherwise) or any right hereunder (whether as a third-party beneficiary or otherwise).

Please confirm your agreement with the foregoing by signing and returning one copy of this letter agreement to the undersigned, whereupon this letter agreement shall become a binding agreement between you and the Company.

Very truly yours,
ACCRETIVE HEALTH, INC.
By:
	Name:
	Title:

Accepted and agreed as of the date first written above:

TCP ASC-ACHI SERIES LLLP
By: TCP-ASC GP, LLC, its General Partner
	By:
		Name:
		Title:

EX-7.5

Exhibit 7.5

WARRANT

THIS SECURITY, AS WELL AS THE COMMON STOCK OF THE COMPANY UNDERLYING THIS SECURITY, HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS.  THIS SECURITY, AS WELL AS THE COMMON STOCK OF THE COMPANY UNDERLYING THIS SECURITY, MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, (II) IN THE ABSENCE OF AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS, AS EVIDENCED (IF REQUIRED BY THE COMPANY) BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, OR (III) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (PROVIDED THAT THE TRANSFEROR PROVIDES THE COMPANY WITH REASONABLE ASSURANCES (IN THE FORM OF A SELLER REPRESENTATION LETTER AND A BROKER REPRESENTATION LETTER, IN EITHER CASE AS MAY BE APPLICABLE) THAT THE SECURITIES MAY BE SOLD PURSUANT TO SUCH RULE).  NO REPRESENTATION IS MADE BY THE COMPANY AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS SECURITY, OR THE COMMON STOCK OF THE COMPANY UNDERLYING THIS SECURITY

ACCRETIVE HEALTH, Inc.

WARRANT

Warrant No. 1 Dated:  February 16, 2016

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 “Purchase Agreement”).  The term “Warrant Price” as used in this Warrant shall mean the exercise price per share at which Common Stock may be purchased at the time this Warrant is exercised. The Warrant Price and the number of Warrant Shares may be adjusted from time to time in accordance with Section 5.

1.              Definitions.  In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the respective meanings given to such terms in the Purchase Agreement.

2.              Registration of Warrant.  The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time.  The Warrant Register also shall set forth the address of the record Holder, as provided by such record Holder to the Company. The Company may deem and treat the registered Holder of record of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. The Company shall register in the Warrant Register the exercise (pursuant to Section 4) or the transfer (pursuant to Section 6) of all or any portion of this Warrant.

3.              Duration of Warrant. This Warrant may be exercised only during the Exercise Period. This Warrant, if not exercised on or before the Expiration Date, shall become void, and all rights thereunder and all rights in respect thereof under this Warrant shall cease at 5:00 p.m. New York time on the Expiration Date. The Company in its sole discretion may extend the duration of this Warrant by delaying the Expiration Date; provided that the Company shall provide at least 20 days’ prior written notice of any such extension to the registered Holder of this Warrant.

4.              Exercise of Warrant and Issuance of Warrant Shares

(a)             Exercise. This Warrant may be exercised by the Holder hereof by surrendering it to the Company, with an exercise notice, in the form attached hereto (the “Exercise Notice”), appropriately completed and duly executed, and by paying in full the Warrant Price for each full Warrant Share as to which this Warrant is exercised as follows (at the election of the Holder):

(i)        with respect to the exercise of this Warrant on a “cash basis”, by wire transfer of immediately available funds, in good certified check or good bank draft payable to the order of the Company; provided, that the Holder provides the information on the Exercise Notice that is reasonably necessary for the Company to issue the Warrant Shares in compliance with U.S. federal securities law;

(ii)       with respect to the exercise of this Warrant on a “cashless basis” by surrendering this Warrant for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying this Warrant or any portion thereof being exercised (at the election of the Holder), multiplied by the difference between the Fair Market Value and the Warrant Price by (y) the Fair Market Value. “Fair Market Value” means (A) if at the time of exercise the Common Stock is listed or quoted for trading on the New York Stock Exchange, the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, OTC Bulletin Board or any other national securities or over-the-counter exchange (each, an “Exchange”), then the average last sale price of a share of Common Stock for the ten

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trading days ending on the third trading day prior to the date on which notice of exercise of this Warrant is sent to the Company (the “Exercise Date”); or (B) if at the time of exercise the Common Stock is not listed or quoted for trading on an Exchange, then the fair market value, of a share of Common Stock as shall be determined by the Board of Directors of the Company (the “Board”) in its good faith judgment;

provided, however, that notwithstanding the foregoing, the issuance of shares of Common Stock or other securities upon the exercise of this Warrant shall be made without charge to the Holder for any issue in respect thereof; provided further, however if at any time the Common Stock is not a “covered security” under Section 18(b) of the Securities Act, the Company may, at its option, require the exercise of this Warrant to be made on a “cashless basis.”

(b)        Issuance of Common Stock on Exercise. As soon as practicable, but within 24 hours, after the exercise of this Warrant and the clearance of the funds in payment of the Warrant Price (if payment is on a “cash basis” pursuant to Section 4(a)(i)), the Company shall issue to the Holder of this Warrant a certificate or certificates for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if this Warrant shall not have been exercised in full, a new warrant to purchase Common Stock, of like tenor, having the same date and form as this Warrant and otherwise having the same terms and conditions as this Warrant (any such new warrant, a “New Warrant”), for the number of Warrant Shares as to which this Warrant shall not have been exercised. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional.  Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

(c)        Valid Issuance. All Common Stock issued or delivered upon the proper exercise of this Warrant shall be newly issued shares or shares held in treasury by the Company, duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens and shall not be subject to any preemptive rights or similar rights and shall rank pari passu in all respects with other existing Common Stock. For purposes hereof, “Lien” means any mortgage, lien (statutory or otherwise), charge, pledge, hypothecation, conditional sales agreement, adverse claim, title retention agreement or other security interest, encumbrance or other title defect in or on any interest or title of any vendor, lessor, lender or other secured party to or of such person or entity under any conditional sale, trust receipt or other title retention agreement with respect to any property or asset of such person or entity. At any time that this Warrant is outstanding, the Company shall cause to be maintained all authorizations required for the issuance of a number of shares of Common Stock which the Company may be liable to issue upon exercise of this Warrant from time to time remaining outstanding, in accordance with the terms and conditions of this Warrant.

(d)        Date of Issuance. Each person or entity in whose name any certificate for Common Stock is issued shall for all purposes be deemed to have become the holder of record of such Common Stock on the date on which this Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the

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date of such surrender and payment is a date when the share transfer books of the Company are closed, such person or entity shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share transfer books are open. The Company shall, upon request of the Holder, use its reasonable best efforts to cause the ownership of the Warrant Shares to be recorded upon exercise in book entry form rather than through the issuance of physical stock certificates (provided that such book entry interests will continue to bear any required restrictive legends).

(e)        Listing of Warrant Shares. In the time and manner required by any Exchange on which the Common Stock is listed or quoted for trading on the date in question (the “Trading Market”), the Company shall prepare and file with such Trading Market additional shares listing application covering all the Common Stock issuable upon exercise of this Warrant and shall use its reasonable best efforts to take all steps necessary to cause all of the Common Stock issuable upon exercise of this Warrant to be approved for listing on the Trading Market at all times.

5.             Certain Adjustments.  The number of Warrant Shares issuable upon exercise of this Warrant, as well as the Warrant Price, are subject to adjustment from time to time as set forth in this Section 5.

(a)        Split-Ups. If, after the date hereof, the number of outstanding shares of Common Stock is increased by a stock dividend payable in Common Stock, or by a split-up or sub-division of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up, sub-division or similar event, the number of shares of Common Stock issuable on exercise of this Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock, subject to the provisions of Section 5(g).

(b)        Other Distributions. If, after the date hereof, the Company fixes a record date for making a distribution (a “Distribution”) to the holders of its Common Stock or in connection with the liquidation, dissolution or winding up of the Company of any asset (including cash or evidence of its indebtedness) or security (including any subscription right) other than a distribution referred to in Section 5(a), then the Warrant Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Warrant Price in effect immediately prior to the reduction by the quotient of (i) the Closing Sale Price of the Common Stock on the trading day immediately preceding such record date, minus the value of the Distribution (which shall be determined by the Board in its good faith judgment) applicable to one share of Common Stock divided by (ii) the Closing Sale Price of the Common Stock on the trading day immediately preceding such record date; such adjustment shall be made successively whenever such a record date is fixed.  In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Warrant Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Warrant Price in effect immediately prior to the Distribution giving rise to this adjustment by (y) the new Warrant Price determined in accordance with the immediately preceding sentence.  In the event that such Distribution is not so made, the Warrant Price and the number of Warrant Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board determines not to make such Distribution, to the Warrant Price that would then be in effect and the number of Warrant Shares

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that would then be issuable upon exercise of this Warrant if such record date had not been fixed. For purposes herein, “Closing Sale Price” shall mean (i) if at the time of the Distribution, the Common Stock is listed or quoted for trading on an Exchange, the closing sale price of the Common Stock as quoted on such Exchange or (ii) if at the time of the Distribution, the Common Stock is not listed or quoted for trading on an Exchange, the Fair Market Value per share as shall be determined by the Board in its good faith judgment.

(c)        Aggregation of Shares. If, after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock, subject to the provisions of Section 5(g).

(d)        Replacement of Securities upon Reorganization, etc. In case of any recapitalization, reclassification or reorganization of the outstanding Common Stock (other than a change under Section 5(a), Section 5(b) or Section 5(c) or that solely affects the par value of such Common Stock), or in the case of any amalgamation, conversion, merger or consolidation of the Company with or into another corporation or other entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any change to the outstanding Common Stock), or in the case of any sale, lease, license, transfer or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, liquidated or wound up or any exchange or tender offer for equity securities of the Company (a “Reorganization Transaction”), the Holder of this Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such Reorganization Transaction that the Holder of this Warrant would have received if such holder had exercised his, her or its Warrant immediately prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such Reorganization Transaction and the Holder fails to make an election, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which this Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such Reorganization Transaction that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding Common Stock, the Holder of record of this Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such

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holder would actually have been entitled as a stockholder if the Warrant holder had exercised this Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 5.  In case of any Reorganization Transaction, provision shall be made in such transaction so that the holders of this Warrant shall be entitled, but not obligated, to participate in whole or in part in such Reorganization Transaction directly by surrendering such Warrant in exchange for the kind and amount of shares of stock or other securities or property (including cash) receivable in such Reorganization Transaction applicable to this Warrant on an as-converted basis.  If any recapitalization, reclassification or reorganization also results in a change in Common Stock covered by both Section 5(a) or Section 5(c) and this Section 5(d), then such adjustment shall be made pursuant to both Section 5(a) or Section 5(c) and this Section 5(d).  The provisions of this Section 5(d) shall similarly apply to successive recapitalizations, reclassifications, reorganizations, amalgamations, conversions, mergers or consolidations, sales, leases, licenses, transfers, conveyances and other similar transactions, and the Company shall not effect any such transaction unless, prior to the consummation thereof, the successor person or entity (if other than the Company) resulting from such transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and reasonably satisfactory to the majority in interest of the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such registered Holder shall be entitled to receive upon exercise of this Warrant held by them. Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 5(d), the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained herein instead of giving effect to the provisions contained in this Section 5(d) with respect to this Warrant.  

(e)        Warrant Price Adjustment. Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as provided in Section 5(a) or Section 5(c), the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of Warrant Shares so purchasable immediately thereafter.

(f)        Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Warrant Shares issuable upon exercise of this Warrant, the Company shall give prompt written notice thereof to the Holder, which notice shall state the increase or decrease, if any, in the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at the Warrant Price, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 5(a), 5(b), 5(c) or 5(d), the Company shall give written notice of the occurrence of such event to the Holder of record of this Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. In the event: (i) that the Company shall take a record of the

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holders of its Common Stock (or other capital stock or securities at the time issuable upon exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; (ii) of any recapitalization or reorganization of the Company, any reclassification of the Common Stock of the Company, any amalgamation, conversion, consolidation or merger of the Company with or into another person or entity, or sale, lease, license, transfer or conveyance of all or substantially all of the Company’s assets to another person or entity; or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in each such case, the Company shall send or cause to be sent to the Holder at least 20 days prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend, distribution, or other right, and a description of such dividend, distribution or other right to be taken at such meeting or by written consent, or (B) the effective date on which such reorganization, reclassification, amalgamation, conversion, consolidation, merger, sale, lease, license, transfer, conveyance, dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such recapitalization, reorganization, reclassification, amalgamation, conversion, consolidation or merger, sale, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to this Warrant and the Warrant Shares. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

(g)        No Fractional Shares. Notwithstanding any provision contained herein to the contrary, the Company shall not issue fractional shares upon the exercise of this Warrant. If, by reason of any adjustment made pursuant to this Section 5, the Holder of record of this Warrant would be entitled, upon the exercise of this Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, at its option either (i) round up to the nearest whole number, the number of shares of Common Stock to be issued to the Holder or (ii) in lieu of such fractional share interests, pay to the Holder an amount in cash equal to the product obtained by multiplying (x) the fractional share interest to which the Holder would otherwise be entitled by (y) the Fair Market Value on the exercise date.  

(h)        No Change to Warrant. This Warrant need not be changed because of any adjustment pursuant to Section 5.

(i)        Other Events. If any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 5 are strictly applicable, but which would require an adjustment to the terms of this Warrant in order to (i) avoid an adverse impact on this Warrant and (ii) effectuate the intent and purpose of this Section 5, then the Board shall make an appropriate adjustment in the Warrant Price and the number of shares of Common Stock issuable upon exercise of this Warrant so as to protect the rights of the Holder in a manner consistent with the provisions of this Section 5; provided, that no such adjustment pursuant to this Section 5(i) shall increase the Warrant Price or decrease the number of shares of Common

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Stock issuable as otherwise determined pursuant to this Section 5 or otherwise adversely impact the Holder.

6.              Transfers.  

(a)        Assignment Form; Registration. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, subject to and only in accordance with Section 4 and the Investor Rights Agreement. The Company shall register any transfer, from time to time, of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed (each, an “Assignment Form”), to the Company at its address specified herein.  Upon any such registration of transfer, a New Warrant evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder.  The acceptance of any New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of this Warrant.

(b)        Opinion. In connection with any such transfer, upon reasonable request by the Company to such transferring Holder at the expense of such Holder, such Holder will give to the Company an opinion of counsel (which may be in-house counsel or outside counsel to such Holder or its investment adviser) in form and substance reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant may be effected without registration or qualification of this Warrant under the Securities Act or New York state securities law.

(c)        Exchange of Warrant. This Warrant may be surrendered to the Company, together with a written request for exchange or transfer into different denominations, and thereupon the Company shall issue in exchange therefor one or more New Warrants as requested by the Holder of record of this Warrant so surrendered, representing an equal aggregate number of Warrant Shares, registered in the name of such surrendering holder.

(d)        Fractional Warrants. The Company shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a fraction of a warrant.

(e)        Service Charges. No service charge shall be made for any exchange or registration of transfer of this Warrant.

(f)        Closing of Transfer Books. The Company will at no time close its transfer books against the transfer of this Warrant in any manner which interferes with the timely exercise hereof.

7.              Other Provisions Relating to Rights of the Holder of this Warrant.

(a)        No Rights as Stockholder; Limitation on Liability. This Warrant does not entitle the Holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends or other distributions (except as provided in Section 5), exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter. No provisions hereof, in the absence of affirmative action by the

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Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the Warrant Price or as a stockholder of the Company, whether such liability is asserted by the Company or by its creditors.

(b)         Lost, Stolen, Mutilated, or Destroyed Warrant.  If this Warrant is lost, stolen, mutilated, or destroyed, the Company may on such terms as to indemnity or otherwise as it may in its reasonable discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a New Warrant of like denomination, tenor, and date as this Warrant so lost, stolen, mutilated, or destroyed. Any such New Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

(c)        Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued Common Stock that shall be sufficient to permit the exercise in full of this Warrant.

(d)        No Impairment. The Company will not, by amendment of its governing documents or through any recapitalization, reclassification, reorganization, amalgamation, conversion, merger, consolidation, or through any sale, lease, license, transfer, conveyance of its assets, or through any other similar transactions, or through any dissolution, liquidation, winding up of the Company or through issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the registered Holders against impairment.  Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any shares of Common Stock issuable upon exercise of this Warrant above the amount payable therefor on such exercise, (ii) will take all such action as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares Common Stock upon the exercise of this Warrant, and (iii) will not close its stockholder books or records in any manner which interferes with the timely exercise of this Warrant.

(e)         Further Assurances. The Company shall take such actions as are reasonably required in order for the Company to satisfy its obligations under this Warrant, including, without limitation, using reasonable best efforts in obtaining the approval of the holders of any class or series of capital stock or making any filings, in each case as required pursuant to applicable law or the listing requirements (if any) of any national securities exchange on which any class or series of capital stock is then listed or traded. The Company further agrees to cooperate with the Holders in the making of any filings under applicable law that are to be made by the Company or any Holder in connection with the exercise of the Holder’s rights under this Warrant.

8.              Charges, Taxes and Expenses.   The Company shall from time to time promptly pay any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense that may be imposed upon the Company in respect of the issuance or delivery of Common Stock to the registered holder thereof upon the exercise of this Warrant, including such

9

taxes imposed pursuant to Section 4, but the Company shall not be obligated to pay any transfer taxes associated with transfers by the holder of this Warrant or Warrant Shares.

9.          Successors. All the covenants and provisions of this Warrant by or for the benefit of the Company shall bind and inure to the benefit of their respective successors and assigns. The Company will not amalgamate, merge, convert or consolidate with or into, or sell, transfer, license or lease all or substantially all of its property or assets to, any other party unless the successor, transferee, licensee or lessee party, as the case may be (if not the Company), assumes (expressly or by operation of law) the due and punctual performance and observance of each and every covenant and condition of this Warrant to be performed and observed by the Company.

10.        Notices.  All notices, statements or other documents which are required or contemplated by this Warrant (including without limitation the delivery of any Exercise Notice or Assignment Form, the surrender of this Warrant and the issuance of any New Warrant) to be given, delivered or made by the Company or the Holder to the other shall be in writing (each a “Notice”) and shall be: (a) delivered personally or by commercial messenger; (b) sent via a recognized overnight courier service; (c) sent by registered or certified mail, postage pre-paid and return receipt requested; or (d) sent by facsimile transmission, provided confirmation of receipt is received by sender and the original Notice is sent or delivered contemporaneously by an additional method provided in this Section 10; in each case so long as such Notice is addressed to the intended recipient thereof as set forth below:

If to the Company:

Accretive Health, Inc.

401 North Michigan Avenue, Suite 2700

Chicago, IL 60611
Attention: General Counsel
Facsimile: 312-277-6690

If to the Holder:

c/o TowerBrook Capital Partners L.P.

Park Avenue Tower

65 E. 55^th Street, 29^th Floor

New York, NY 10022

Attention: Glenn Miller
Facsimile: 917-591-4789

Any party may change its address specified above by giving each party Notice of such change in accordance with this Section 10.  Any Notice shall be deemed given upon actual receipt (or refusal of receipt).

11.        Applicable Law. The validity, interpretation, and performance of this Warrant shall be governed in all respects by the laws of the State of Delaware, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Warrant shall be brought and enforced in the Chancery Court

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of the State of Delaware and any state appellate court therefrom sitting in New Castle County in the State of Delaware (or, solely if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

12.            Persons Having Rights under this Warrant. Nothing in this Warrant expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holder of this Warrant any right, remedy, or claim under or by reason of this Warrant or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Holder of this Warrant, each of whom is a third party beneficiary of this Warrant.

13.            Effect of Headings. The section headings herein are for convenience only and are not part of this Warrant and shall not affect the interpretation thereof.

14.            Amendment and Waiver. All modifications or amendments, including any amendment to increase the Warrant Price, change the number of shares of Common Stock issuable upon exercise of this Warrant or shorten the Exercise Period, shall require the written consent of the Holder of this Warrant. Any consent hereunder and any amendment or waiver of any term of this Warrant by the Company must be approved in accordance with the Investor Rights Agreement.  Notwithstanding the foregoing, the Company may extend the duration of the Exercise Period pursuant to Section 3 without the consent of the Holder of this Warrant.  

15.            Miscellaneous.

(a)        This Warrant shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Warrant or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Warrant a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

(b)       If the Company fails to perform, comply with or observe any covenant or agreement to be performed, complied with or observed by it under this Warrant, the Holder may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Warrant or for an injunction against the breach or threatened breach of any such term or in aid of the exercise of any power granted in this Warrant or to enforce any other legal or equitable right, or to take any one or more of such actions.  The Company hereby agrees that the Holder shall not be required or otherwise obligated to, and hereby waives any right to demand that such Holder, post any performance or other bond in connection with the enforcement of its rights and remedies hereunder. The Company agrees to pay all reasonable fees, costs, and expenses, including, without limitation, fees and expenses of attorneys, accountants and other experts retained by the Holder, and all reasonable fees, costs

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and expenses of appeals, incurred or expended by the Holder in connection with the enforcement of this Warrant or the collection of any sums due hereunder, whether or not suit is commenced.  None of the rights, powers or remedies conferred under this Warrant shall be mutually exclusive, and each right, power or remedy shall be cumulative and in addition to any other right, power or remedy whether conferred by this Warrant or now or hereafter available at law, in equity, by statute or otherwise.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
SIGNATURE PAGE FOLLOWS

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IN WITNESS WHEREOF, the Company and Holder have caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

ACCRETIVE HEALTH, Inc.
By:	/s/ Emad Rizk
Name:	Emad Rizk
Title:	Chief Executive Officer and President
TCP-ASC ACHI Series lllp
By: TCP-ASC GP, LLC, its General Partner
By:	/s/ Glenn F. Miller
Name:	Glenn F. Miller
Title:	Vice President

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FORM OF EXERCISE NOTICE

(To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant)

ToAccretive Health, Inc.:

The undersigned is the Holder of Warrant No. _______ (the “Warrant”) issued by Accretive Health, Inc., a Delaware corporation (the “Company”), which accompanies this Exercise Notice.  Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant.

1. The Warrant is currently exercisable to purchase a total of ______________ Warrant Shares.

2. The undersigned Holder hereby exercises its right to purchase _________________ Warrant Shares pursuant to the Warrant.

3. The Holder intends that payment of the Warrant Price shall be made as (check one):

(a)        “Cash Basis” under Section 4(a)(i)

(b)        “Cashless Basis” under Section 4(a)(ii)

4. If the Holder has elected a “Cash Basis,” the undersigned Holder shall pay the sum of $____________ to the Company in accordance with the terms of the Warrant.

5. To the extent that the Holder intends the payment of the Warrant Price to be made on a “Cash Basis” (pursuant to Item 3 above), undersigned Holder confirms to the Company the following checked representations and agreements are true as of the date hereof:

__ It is acquiring Warrant Shares whose issuance upon exercise of the Warrant has been registered on an effective registration statement under the Securities Act.

OR

__ It (A) is an “accredited investor” within the meaning of Rule 501(a)(1) under the Securities Act OR (B) either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Warrant Shares, and has so evaluated the merits and risks of such investment; AND

__ It is acquiring the Warrant Shares for itself and does not intend to re-offer or re-sell the Warrant Shares in connection with a distribution; AND

__ It understands that each Warrant Share is characterized as “restricted security” under the U.S. federal securities laws inasmuch as it is being acquired from the Company in a transaction not involving a public offering and that under U.S. federal securities laws and

applicable regulations the Warrant Shares may be resold without registration under the Securities Act only in certain limited circumstances; AND

__ It is understood that certificates evidencing the Warrant Shares will bear any legend as required by the Blue Sky laws of any state and a restrictive legend in substantially the form set forth in the Purchase Agreement (as defined in the Warrant).

6. Pursuant to this exercise, the Company shall deliver to the undersigned Holder _______________ Warrant Shares in accordance with the terms of the Warrant.

7. Following this exercise, the Warrant shall be exercisable to purchase a total of ______________ Warrant Shares.

Dated:                      ,	Name of Holder:
	(Print)

By:

Name:

Title:

(Signature must conform in all respects to name of holder as specified on the face of the Warrant)

ACKNOWLEDGED AND AGREED TO this ___ day of ___________, 20__

ACCRETIVE HEALTH, INC.

By:

Name:

Title:

FORM OF ASSIGNMENT

[To be completed and signed only upon transfer of Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the within Warrant to purchase ____________ shares of Common Stock of Accretive Health, Inc. to which the within Warrant relates and appoints ________________ attorney to transfer said right on the books of Accretive Health, Inc. with full power of substitution in the premises.

In connection with any transfer of the Warrant, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and is making the transfer pursuant to one of the following:

[Check One]

(1) ___    to the Company; or

(2) ___    to an “accredited investor” (as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”)); or

(3) ___    pursuant to the exemption from registration provided by Rule 144 under the Securities Act or pursuant to another exemption available under the Securities Act; or

(4) ___    pursuant to an effective registration statement under the Securities Act.

and unless the box below is checked, the undersigned confirms that the Warrant is not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act (an “Affiliate”):

¨      The transferee is an Affiliate of the Company.

Dated:                      ,
	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)
	Address of Transferee

In the presence of:

EX-7.6

Exhibit 7.6

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT

$200 Million Aggregate Principal Amount
8% Series A Convertible Preferred Stock

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”).

WHEREAS, on December 7, 2015, the Company and the Investor entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to sell to the Investor, and the Investor agreed to purchase from the Company, $200.0 million of Preferred Shares and Warrant (as defined in the Purchase Agreement) on the terms and subject to the conditions set forth in the Purchase Agreement; and

WHEREAS, it is as an inducement to the Investor to enter into the Purchase Agreement and a condition to the closing of the transactions contemplated by the Purchase Agreement that the Company and the Investor enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the agreements contained in this Agreement, and intending to be legally bound by this Agreement, the Company and the Investor agree as follows:

Section 1.        Definitions.  Capitalized terms used and not otherwise defined in this Agreement that are defined in the Purchase Agreement shall have the respective meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:

“Adverse Disclosure” means public disclosure of material non-public information that, in the good faith judgment of the Company (after consultation with legal counsel), (i) would be required to be made in any registration statement filed with the SEC by the Company so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) the Company has a bona fide business purpose for not disclosing publicly.

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act.

“Company” shall have the meaning set forth in the preamble of this Agreement.

“Effectiveness Deadline” means with respect to any registration statement required to be filed to cover the resale by the Investor of the Registrable Securities pursuant to Section 2, (i) the date such registration statement is filed, if the Company is a WKSI, as of such date and such registration statement is an Automatic Shelf Registration Statement eligible to become immediately effective upon filing pursuant to Rule 462, or (ii) if the Company is not a WKSI, as of the date such registration statement is filed, the fifth (5th) Business Day following the date on which the Company is notified by the SEC that such registration statement will not

be reviewed or is not subject to further review and comments and will be declared effective upon request by the Company.

“Filing Deadline” means with respect to any registration statement required to be filed to cover the resale by the Investor of the Registrable Securities pursuant to Section 2, (i) fifteen (15) Business Days following the written notice of demand therefor by the Investor, if the Company is a WKSI, as of the date of such demand, or (ii) if the Company is not a WKSI, as of the date of such demand, (x) twenty (20) Business Days ollowing the written notice of demand therefor if the Company is then eligible to register for resale the Registrable Securities on Form S-3 or (y) if the Company is not then eligible to use Form S-3, forty-five (45) Business Days following the written notice of demand therefor, provided that, to the extent that the Company has not been provided the information regarding the Investor and its Registrable Securities in accordance with Section 9(b) at least two (2) Business Days prior to the applicable Filing Deadline, then the such Filing Deadline shall be extended to the second (2nd) Business Day following the date on which such information is provided to the Company.

“Freely Tradable” shall mean, with respect to any security, a security that (a) is eligible to be sold by the holder thereof without any volume or manner of sale restrictions under the Securities Act pursuant to Rule 144 thereunder, (b) bears no legends restricting the transfer thereof and (c) bears an unrestricted CUSIP number (to the extent such security is issued in global form).

“Indemnified Party” shall have the meaning set forth in Section 8(c).

“Indemnifying Party” shall have the meaning set forth in Section 8(c).

“Investor Indemnitee” shall have the meaning set forth in Section 8(a).

“Investor” shall have the meaning set forth in the preamble of this Agreement.

“Investor Rights Agreement” means that certain Investor Rights Agreement, dated as of the date hereof, by and between Investor and the Company.

“Other Securities” shall have the meaning set forth in Section 3(a).

“Permitted Transferees” shall have the meaning set forth in Section 11(d).

“Person” shall have the meaning set forth in the Purchase Agreement.

“Piggyback Notice” shall have the meaning set forth in Section 3(a).

“Piggyback Registration” shall have the meaning set forth in Section 3(a).

“prospectus” means the prospectus included in a registration statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of

2

the offering of any portion of the Registrable Securities covered by a registration statement, and all other amendments and supplements to the prospectus, including post-effective amendments.

“Purchase Agreement” shall have the meaning set forth in the recitals of this Agreement.

“Register,” “registered,” and “registration” shall refer to a registration effected by preparing and filing a registration statement with the Securities and Exchange Commission the SEC in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of effectiveness of such registration statement by the SEC.

“Registrable Securities” means (a) shares of Common Stock issued by the Company upon conversion of any shares of Series A Preferred Stock or the exercise of the Warrant and (b) any securities issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend, stock split, recapitalization or other distribution with respect to, or in exchange for, or in replacement of, the Common Stock referenced in clause (a) above or this clause (b); provided that the term “Registrable Securities” shall exclude in all cases any securities (i) that shall have ceased to be outstanding, (ii) that are sold pursuant to an effective registration statement under the Securities Act or publicly resold in compliance with Rule 144 or (iii) that are Freely Tradable (it being understood that, for purposes of determining eligibility for resale under clause (iii) of this proviso, no securities held by the Investor shall be considered Freely Tradable to the extent the Investor reasonably determines that it is an “affiliate” (as defined under Rule 144 under the Securities Act) of the Company). Solely for purposes of determining at any time whether any Registrable Securities are then outstanding, transferred or Freely Tradable, the Series A Preferred Stock and the Warrant shall be treated, on an as-converted basis, as Registrable Securities.

“Registration Expenses” shall mean, with respect to any registration, (a) all expenses incurred by the Company in effecting any registration pursuant to this Agreement, including all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, (b) all reasonable fees and expenses related to any registration of Registrable Securities by the Investor (including the fees and disbursements of one legal counsel (and only one legal counsel) to the Investor) and (c) all expenses of the Company’s independent accountants in connection with any regular or special reviews or audits incident to or required by any such registration; provided that Registration Expenses shall not include any Selling Expenses.

“registration statement” means any registration statement that is required to register the resale of the Registrable Securities under this Agreement, and including the related prospectus and any pre- and post-effective amendments and supplements to each such registration statement or prospectus.

“Scheduled Black-out Period” means the period beginning two weeks prior to the end of each fiscal quarter and ending upon the completion of the second full trading day after the Company publicly releases its earnings for such fiscal quarter, or as such period is otherwise defined in the Company’s written insider trading policy.

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“Sale Notice” shall have the meaning set forth in Section 6(a).

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shelf Registration” shall have the meaning set forth in Section 6(a).

“Shelf Suspension” shall have the meaning set forth in Section 6(a).

“Shelf Suspension Notice” shall have the meaning set forth in Section 6(a).

“Securities” means collectively, Registrable Securities and Other Securities.

“Selling Expenses” shall mean all underwriting discounts, selling commissions and stock transfer taxes, if any, applicable to the sale of Registrable Securities and all fees and expenses related of the Investor (other than such fees and expenses included in Registration Expenses).

“Suspension Period” shall have the meaning set forth in Section 2(d).

“Underwriter Cutback” shall have the meeting set forth in Section 3(b).

“WKSI” shall mean a “well known seasoned issuer” as defined in Rule 405 under the Securities Act.

Section 2.           Demand Registration.

(a)        Subject to the terms and conditions of this Agreement, including Section 2(c), if at any time following February 16, 2016, the Company receives a written request from the Investor that the Company register under the Securities Act Registrable Securities representing at least 10% of the then-outstanding Common Stock, then the Company shall file, as promptly as reasonably practicable but no later than the applicable Filing Deadline, a registration statement under the Securities Act covering all Registrable Securities that the Investor requests to be registered. The registration statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) and, if the Company is a WKSI as of the Filing Deadline, shall be an Automatic Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the registration statement to be declared effective or otherwise to become effective under the Securities Act as soon as reasonably practicable but, in any event, no later than the Effectiveness Deadline, and shall use its commercially reasonable efforts to keep the registration statement continuously effective under the Securities Act until the earlier of (1) the date on which the Investor notifies the Company in writing that the Registrable Securities included in such registration statement have been sold or the offering therefor has been terminated or (2) (x) fifteen (15) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is a WKSI and filed an Automatic Shelf Registration Statement in satisfaction of such

4

demand, (y) thirty (30) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is not a WKSI and registered for resale the Registrable Securities on Form S-3 in satisfaction of such demand or (z) fifty (50) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is neither a WKSI nor then eligible to use Form S-3 and registered for resale the Registrable Securities on Form S-1 or other applicable form in satisfaction of such demand; provided that each period specified in clause (2) of this sentence shall be extended automatically by one (1) Business Day for each Business Day that the use of such registration statement or prospectus is suspended by the Company pursuant to any Suspension Period, pursuant to (d) or pursuant to Section 5(i).

(b)        If the Investor intends to distribute the Registrable Securities covered by the Investor’s request by means of an underwriting, (i) the Investor shall so advise the Company as a part of its request made pursuant to Section 2(a) and (ii) the Investor shall have the right to appoint the book-running, managing and other underwriter(s) in consultation with the Company.

(c)        The Company shall not be required to effect a registration pursuant to this Section 2: (i) after the Company has effected six registrations pursuant to this Section 2 (of which no more than three may be on a form other than Form S-3), and each of such registrations has been declared or ordered effective and kept effective by the Company as required by Section 5(a); or (ii) more than twice during any single calendar year.

(d)        Notwithstanding anything to the contrary in this Agreement, (1) upon notice to the Investor, the Company may delay the Filing Deadline and/or the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of, any registration statement for up to ninety (90) days in the aggregate in any twelve-month period (a “Suspension Period”) if the Company would have to make an Adverse Disclosure in connection with the registration statement; provided that (i) any suspension of a registration statement pursuant to Section 6(b) shall be treated as a Suspension Period for purposes of calculating the maximum number of days of any Suspension Period under this (d) and (ii) no Suspension Period may overlap with any redemption pursuant to Section 6 of the Series A Certificate of Designations through the date that is thirty (30) Business Days following any such redemption; and (2) upon notice to the Investor, the Company may delay the Filing Deadline and/or the Effectiveness Deadline with respect to any registration statement for a period not to exceed thirty (30) days prior to the Company’s good faith estimate of the launch date of, and ninety (90) days after the closing date of, a Company initiated registered offering of equity securities (including equity securities convertible into or exchangeable for Common Stock and any offering of equity securities that triggers rights under Section 5.3 of the Investor Rights Agreement); provided that (i) the Company is actively employing in good faith all commercially reasonable efforts to launch such registered offering throughout such period, (ii) the Investor is afforded the opportunity to include Registrable Shares in such registered offering in accordance with Section 3) and (iii) the right to delay or suspend the effectiveness or availability of such registration statement pursuant to this clause (2) shall not be exercised by the Company more than twice in any twelve-month period and not more than ninety (90) days in the aggregate in any twelve-month period. If the Company shall delay any Filing Deadline pursuant to this clause (d) for more than ten (10) Business Days, the Investor may withdraw the demand therefor at any time after such ten (10) Business Days so long as such delay is then continuing by providing written

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notice to the Company to such effect, and any demand so withdrawn shall not count as a demand for registration for any purpose under this Section 2, including Section 2(c).

(e)        Notwithstanding the foregoing, if the managing underwriter(s) of an underwritten offering in connection with any registration pursuant to this Section 2 advises the Company and the Investor in writing that in its good faith judgment the number of Registrable Securities requested to be included in such offering exceeds the number of Registrable Securities which can be sold in such offering at a price acceptable to the Investor, then the number of Registrable Securities so requested to be included in such offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering at such price.

Section 3.           Piggyback Registration.

(a)        Subject to the terms and conditions of this Agreement, if at any time following February 16, 2016, the Company files a registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities of the Company (such Common Stock and other equity securities collectively, “Other Securities”), whether or not for sale for its own account (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan or (iii) pursuant to a demand registration in accordance with Section 2), then the Company shall use commercially reasonable efforts to give written notice of such filing to the Investor at least five (5) Business Days before the anticipated filing date (or such later date as it becomes commercially reasonable to provide such notice) (the “Piggyback Notice”). The Piggyback Notice and the contents thereof shall be kept confidential by the Investor and its Affiliates and representatives, and the Investor shall be responsible for breaches of confidentiality by its Affiliates and representatives. The Piggyback Notice shall offer the Investor the opportunity to include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as it may reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall use its commercially reasonable efforts to include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received from the Investor written requests for inclusion therein within ten (10) Business Days following receipt of any Piggyback Notice by the Investor, which request shall specify the maximum number of Registrable Securities intended to be disposed of by the Investor and the intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 3 applies unless the Investor shall have received the Piggyback Notice in respect to such public offering not less than ten (10) Business Days prior to the commencement of such sale of Other Securities. The Investor shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two (2) Business Days prior to the effective date of the registration statement relating to such Piggyback Registration. No Piggyback Registration shall count towards the number of demand registrations that the Investor is entitled to make in any period or in total pursuant to Section 2. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to provide notice of, or include any Registrable Securities in, any proposed

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or filed registration statement with respect to an offering of Other Securities for sale exclusively for the Company’s own account at any time following February 16, 2021.

(b)        If any Other Securities are to be sold in an underwritten offering, (1) the Company or other Persons designated by the Company shall have the right to appoint the book-running, managing and other underwriter(s) for such offering in their discretion and (2) the Investor shall be permitted to include all Registrable Securities requested to be included in such registration in such underwritten offering on the same terms and conditions as such Other Securities proposed by the Company or any third party to be included in such offering; provided, however, that if such offering involves an underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering (an “Underwriter Cutback”), exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the good faith opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (x) to the extent such public offering is the result of a registration initiated by the Company, (i) first, all Other Securities being sold by the Company; (ii) second, all Registrable Securities requested to be included in such registration by the Investor plus all Other Securities of any holders thereof (other than the Company and the Investor) requesting inclusion in such registration, pro rata, based on the aggregate number of Registrable Securities beneficially owned by each such holder, or (y) to the extent such public offering is the result of a registration by any Persons (other than the Company or the Investor) exercising a contractual right to demand registration, (i) first, all Other Securities owned by such Persons exercising the contractual right; (ii) second, all Registrable Securities requested to be included in such registration by the Investor plus all Other Securities of any holders thereof (other than the Company, the Investor and the Persons exercising the contractual right) requesting inclusion in such registration, pro rata, based on the aggregate number of Registrable Securities beneficially owned by each such holder; and (iii) third, all Other Securities being sold by the Company.

Section 4.         Expenses of Registration. Except as specifically provided for in this Agreement, all Registration Expenses incurred in connection with any registration, qualification or compliance hereunder shall be borne by the Company. All Selling Expenses incurred in connection with any registration hereunder, shall be borne by the Investor in proportion to the number of Registrable Securities for which registration was requested. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 2, the request of which has been subsequently withdrawn by the Investor unless (a) the withdrawal is based upon a Material Adverse Effect or material adverse information concerning the Company that (i) the Company had not publicly disclosed in a report filed with or furnished to the SEC at least 48 hours prior to the request or (ii) the Company had not disclosed to any Investor Designee in person or by telephone at the last meeting of the Board of Directors or any committee of the Board of Directors, in each case, at which an Investor Designee is present or at any time since the date of such meeting of the Board of Directors and which effect or

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information would reasonably be expected to result in a Material Adverse Effect or constitute material adverse information concerning the Company, (b) the withdrawal is made in accordance with the last sentence of Section 2(d), or (c) the Investor agrees to forfeit its right to one requested registration pursuant to Section 2.

Section 5.         Obligations of the Company. Whenever required to effect the registration of any Registrable Securities pursuant to Section 2 or Section 3 of this Agreement, the Company shall, as promptly as reasonably practicable:

(a)        Prepare and file with the SEC a registration statement (including all required exhibits to such registration statement) with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective, or prepare and file with the SEC a prospectus supplement with respect to such Registrable Securities pursuant to an effective registration statement and keep such registration statement effective or such prospectus supplement current, in the case of a registration pursuant to Section 2, in accordance with Section 2.

(b)        Prepare and file with the SEC such amendments and supplements to the applicable registration statement and the prospectus or prospectus supplement used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(c)        To the extent reasonably practicable, not less than five (5) Business Days prior to the filing of a registration statement or any related prospectus or any amendment or supplement thereto, the Company shall furnish to the Investor copies of all such documents proposed to be filed and give reasonable consideration to the inclusion in such documents of any comments reasonably and timely made by the Investor or its legal counsel, provided that the Company shall include in such documents any such comments that are necessary to correct any material misstatement or omission regarding an Investor.

(d)        Furnish to the Investor such number of copies of the applicable registration statement and each such amendment and supplement thereto (including in each case all exhibits but not documents incorporated by reference) and of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Investor may reasonably request in order to facilitate the disposition of Registrable Securities owned by the Investor. The Company hereby consents to the use of such prospectus and each amendment or supplement thereto by the Investor in accordance with applicable laws and regulations in connection with the offering and sale of the Registrable Securities covered by such prospectus and any amendment or supplement thereto.

(e)        Use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under blue sky or such other state securities laws of such U.S. jurisdictions as shall be reasonably requested by the Investor and to keep such registration or qualification in effect for so long as such registration statement remains in effect; provided that the Company shall not be required in connection therewith or as a condition thereto

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to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(f)           Enter customary agreements and take such other actions as are reasonably required in order to facilitate the disposition of such Registrable Securities, including, if the method of distribution of Registrable Securities is by means of an underwritten offering, using commercially reasonable efforts to, (i) participate in and make documents available for the reasonable and customary due diligence review of underwriters during normal business hours, on reasonable advance notice and without undue burden or hardship on the Company, provided that (A) any party receiving confidential materials shall execute a confidentiality agreement on customary terms if reasonably requested by the Company and (B) the Company may in its reasonable discretion restrict access to competitively sensitive or legally privileged documents or information, (ii) cause the chief executive officer and chief financial officer available at reasonable dates and times to participate in “road show” presentations and/or investor conference calls to market the Registrable Securities during normal business hours, on reasonable advance notice and without undue burden or hardship on the Company, provided that the aggregate number of days of “road show” presentations in connection with an underwritten offering of Registrable Securities for each registration pursuant to a demand made under Section 2 shall not exceed five (5) Business Days and (iii) negotiate and execute an underwriting agreement in customary form with the managing underwriter(s) of such offering and such other documents reasonably required under the terms of such underwriting arrangements, including using commercially reasonable efforts to procure a customary legal opinion and auditor “comfort” letters. The Investor shall also enter into and perform their obligations under such underwriting agreement.

(g)           Give notice to the Investor as promptly as reasonably practicable:

(i)        when any registration statement filed pursuant to Section 2 or in which Registrable Securities are included pursuant to Section 3 or any amendment to such registration statement has been filed with the SEC and when such registration statement or any post-effective amendment to such registration statement has become effective;

(ii)      of any request by the SEC for amendments or supplements to any registration statement (or any information incorporated by reference in, or exhibits to, such registration statement) filed pursuant to Section 2 or in which Registrable Securities are included pursuant to Section 3 or the prospectus (including information incorporated by reference in such prospectus) included in such registration statement or for additional information;

(iii)      of the issuance by the SEC of any stop order suspending the effectiveness of any registration statement filed pursuant to Section 2 or in which Registrable Securities are included pursuant to Section 3 or the initiation of any proceedings for that purpose;

(iv)     of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Common Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

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(v)      at any time when a prospectus relating to any such registration statement is required to be delivered under the Securities Act, of the happening of any event as a result of which such prospectus (including any material incorporated by reference or deemed to be incorporated by reference in such prospectus), as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, which event requires the Company to make changes in such effective registration statement and prospectus in order to make the statements therein or incorporated by reference therein not misleading (which notice shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made).

(h)        Use its commercially reasonable efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of any registration statement referred to in Section 5(g)(iii) at the earliest practicable time.

(i)        Upon the occurrence of any event contemplated by Section 5(g)(v), reasonably promptly prepare a post-effective amendment to such registration statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to the Investor, the prospectus will not contain (or incorporate by reference) an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Investor in accordance with Section 5(g)(v) to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Investor shall suspend use of such prospectus and use their commercially reasonable efforts to return to the Company all copies of such prospectus (at the Company’s expense) other than permanent file copies then in the Investor’s possession, and the period of effectiveness of such registration statement provided for in Section 5(a) above shall be extended by the number of days from and including the date of the giving of such notice to the date the Investor shall have received such amended or supplemented prospectus pursuant to this Section 5(i).

(j)        Use commercially reasonable efforts to procure the cooperation of the Company’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Investor or the managing underwriter(s). In connection therewith, if reasonably required by the Company’s transfer agent, the Company shall promptly after the effectiveness of the registration statement cause an opinion of counsel as to the effectiveness of the registration statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without legend upon sale by the holder of such shares of Registrable Securities under the registration statement.

Section 6.          Suspension of Sales.

(a)       Prior to the sale or distribution of any Registrable Securities pursuant to a registration statement that is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC), the Investor

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shall give at least two (2) Business Days prior written notice thereof to the Company (a “Sale Notice”) and the Investor shall not sell or distribute any Registrable Securities unless it has timely provided such Sale Notice and, subject to the Shelf Suspension period described below, until the expiration of such 2-Business Day period.  If in response to a Sale Notice, the Company shall provide to the Investor a certificate signed by the Chief Executive Officer of the Company stating that the Company would have to make an Adverse Disclosure or the Company is in a Scheduled Black-out Period (the “Shelf Restriction”), then the Company may, by written notice thereof to the Investor (a “Shelf Suspension Notice”), suspend use of the registration statement by the Investor until the expiration of the Shelf Restriction (a “Shelf Suspension”).  In the case of a Shelf Suspension, the Investor agrees to suspend use of the applicable prospectus and any issuer free writing prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the Shelf Suspension Notice referred to above.  The Company shall immediately notify the Investor upon the termination of any Shelf Suspension, and either confirm that the registration statement can be used or supplement or make amendments to the registration statement to the extent required by the registration form used by the Company for the Shelf Registration or by the Securities Act or the rules or regulations promulgated thereunder and promptly notify the Investor thereof. The Company agrees to not deliver a Shelf Suspension Notice to the Investor or otherwise inform the Investor of a Shelf Restriction unless and until the Investor delivers a Sale Notice to the Company.

(b)        Upon receipt of written notice from the Company pursuant to Section 5(g)(v), the Investor shall immediately discontinue disposition of Registrable Securities until the Investor (i) has received copies of a supplemented or amended prospectus or prospectus supplement pursuant to Section 5(i) or (ii) is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, the Investor shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in the Investor’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice; provided, however, Investor may receive such notice if it is has any Investor Designees (as defined in the Investor Rights Agreement) serving on the Board.

Section 7.          Free Writing Prospectuses. The Investor shall not use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with the sale of Registrable Securities without the prior written consent of the Company given to the Investor; provided that the Investor may use any free writing prospectus prepared and distributed by the Company.

Section 8.          Indemnification.

(a)       Notwithstanding any termination of this Agreement, the Company shall indemnify and hold harmless the Investor and its officers, directors, employees, agents, partners, members, stockholders, representatives and Affiliates, and each person or entity, if any, that controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934 and the rules and regulations promulgated thereunder (the “Exchange Act”) and the officers, directors, employees, agents and employees of each such controlling Person (each, an “Investor Indemnitee”), against any and all losses, claims, damages, actions, liabilities, costs and expenses (including reasonable fees, expenses and disbursements of

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attorneys and other professionals), joint or several, arising out of or based upon any untrue or alleged untrue statement of material fact contained or incorporated by reference in any registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or contained in any “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) prepared by the Company or authorized by it in writing for use by the Investor or any amendment or supplement thereto; or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the Company shall not be liable to such Investor Indemnitee in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, including any such preliminary prospectus or final prospectus contained therein or any such amendments or supplements thereto or contained in any “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) prepared by the Company or authorized by it in writing for use by the Investor or any amendment or supplement thereto, in reliance upon and in conformity with information regarding such Investor Indemnitee or its plan of distribution or ownership interests which such Investor Indemnitee furnished in writing to the Company for use in connection with such registration statement, including any such preliminary prospectus or final prospectus contained therein or any such amendments or supplements thereto, (ii) offers or sales effected by or on behalf such Investor Indemnitee “by means of” (as defined in Securities Act Rule 159A) a “free writing prospectus” (as defined in Securities Act Rule 405) that was not authorized in writing by the Company, or (iii) the failure to deliver or make available to a purchaser of Registrable Securities a copy of any preliminary prospectus, pricing information or final prospectus contained in the applicable registration statement or any amendments or supplements thereto (to the extent the same is required by applicable law to be delivered or made available to such purchaser at the time of sale of contract); provided that the Company shall have delivered to the Investor such preliminary prospectus or final prospectus contained in the applicable registration statement and any amendments or supplements thereto pursuant to Section 5(d) no later than the time of contract of sale in accordance with Rule 159 under the Securities Act.

(b)        The Investor shall indemnify and hold harmless the Company and its officers, directors, employees, agents, representatives and Affiliates against any and all losses, claims, damages, actions, liabilities, costs and expenses (including reasonable fees, expenses and disbursements of attorneys and other professionals) arising out of or based upon any untrue or alleged untrue statement of material fact contained in any registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or contained in any “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent, that such untrue statements or omissions are based solely upon information regarding the Investor furnished in writing to the Company by the Investor expressly for use therein. In no event shall the liability of the Investor hereunder be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

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(c)        If any proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense in such proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with such defense; provided that any such notice or other communication pursuant to this Section 8 between the Company and an Indemnifying Party or an Indemnified Party, as the case may be, shall be delivered to or by, as the case may be, the Investor; provided, further, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Section 8, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party. An Indemnified Party shall have the right to employ separate counsel in any such proceeding and to participate in the defense of such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such proceeding; or (3) the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that representation of both such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate because of an actual conflict of interest between the Indemnifying Party and such Indemnified Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, promptly upon receipt of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder, provided that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification under this Section 8).

(d)        If the indemnification provided for in Section 8(a) or Section 8(b) is unavailable to an Indemnified Party with respect to any losses, claims, damages, actions, liabilities, costs or expenses referred to in Section 8(a) or Section 8(b), as the case may be, or is

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insufficient to hold the Indemnified Party harmless as contemplated therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, actions, liabilities, costs or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, actions, liabilities, costs or expenses as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party, on the one hand, and of the Indemnified Party, on the other hand, shall be determined by reference to, among other factors, whether the untrue or alleged untrue statement of a material fact or omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Investor agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 8(d). Notwithstanding the foregoing, in no event shall the liability of the Investor hereunder be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Registrable Securities giving rise to such contribution obligation. No Indemnified Party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from an Indemnifying Party not guilty of such fraudulent misrepresentation.

Section 9.          “Market Stand-Off” Agreement; Agreement to Furnish Information.

(a)        The Investor agrees that it will not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any new hedging or similar transaction with the same economic effect as a sale with respect to, any Common Stock (or other securities of the Company) held by the Investor (other than those included in the registration) for a period specified by the representatives of the book-running managing underwriters of Common Stock (or other securities of the Company convertible into Common Stock) not to exceed ten (10) days prior and ninety (90) days following any registered public sale of securities by the Company in which the Company gave the Investor an opportunity to participate in accordance with Section 3; provided that executive officers and directors of the Company enter into similar agreements and only as long as such Persons remain subject to such agreement (and are not fully released from such agreement) for such period. The Investor agrees to execute and deliver such other agreements as may be reasonably requested by the representatives of the underwriters which are consistent with the foregoing or which are necessary to give further effect thereto.

(b)        In addition, if requested by the Company or the book-running managing underwriters of Common Stock (or other securities of the Company convertible into Common Stock), the Investor shall provide such information regarding the Investor and its respective Registrable Securities as may be reasonably required by the Company or such representative of the book-running managing underwriters in connection with the filing of a registration statement and the completion of any public offering of the Registrable Securities pursuant to this Agreement.

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Section 10.         Rule 144 Reporting. With a view to making available to the Investor the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities that are Common Stock to the public without registration, the Company agrees to use its commercially reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of this Agreement; (ii) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and (iii) so long as the Investor owns any Registrable Securities, furnish to the Investor forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Exchange Act; a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as the Investor may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such Common Stock without registration.

Section 11.         Miscellaneous.

(a)        Termination of Registration Rights. The registration rights granted under this Agreement shall terminate on the date on which all Registrable Securities are Freely Tradable.

(b)        Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware without regard to any choice of laws or conflict of laws provisions that would require the application of the laws of any other jurisdiction.

(c)        Jurisdiction; Enforcement. The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each of the parties shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in any state or federal courts located in the Chancery Court of the State of Delaware and any state appellate court therefrom sitting in New Castle County in the State of Delaware (or, solely if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). In addition, each of the parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party or its successors or assigns, shall be brought and determined exclusively in any state or federal courts located in the Chancery Court of the State of Delaware and any state appellate court therefrom sitting in New Castle County in the State of Delaware (or, solely if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and

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unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereby consents to service being made through the notice procedures set forth in Section 11(g) and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 11(g) shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated by this Agreement. EACH OF THE PARTIES KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WITH AND UPON THE ADVICE OF COMPETENT COUNSEL IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(d)        Successors and Assigns. Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties; provided, however, that the rights of the Investor under this Agreement shall not be assignable to any Person without the prior written consent of the Company; provided, further, however, that in the event that any Permitted Transferee acquires any Registrable Securities, such Permitted Transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Permitted Transferee shall be treated as an “Investor” for all purposes under this Agreement and shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of, this Agreement. A “Permitted Transferee” is any Person who acquires Registrable Securities in any manner, whether by gift, bequest, purchase, operation of law or otherwise (and for as long as such Person holds any Registrable Securities), from the Investor (including any subsequent Permitted Transferee), in compliance with Section 4 of the Investor Rights Agreement, to the extent applicable to the Investor at the time of transfer.

(e)        No Third-Party Beneficiaries. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer, and this Agreement shall not confer, on any Person other than the parties to this Agreement any rights, remedies, obligations or liabilities under or by reason of this Agreement, and no other Persons shall have any standing with respect to this Agreement or the transactions contemplated by this Agreement; provided, however that each Indemnified Party (but only, in the case of an Investor Indemnitee, if such Investor Indemnitee has complied with the

16

requirements of Section 8(c), including the first proviso of Section 8(c)) shall be entitled to the rights, remedies and obligations provided to an Indemnified Party under Section 8, and each such Indemnified Party shall have standing as a third-party beneficiary under Section 8 to enforce such rights, remedies and obligations.

(f)         Entire Agreement. This Agreement, the Purchase Agreement and the other documents delivered pursuant to the Purchase Agreement, including the Investor Rights Agreement, constitute the full and entire understanding and agreement among the parties hereto with regard to the subjects of this Agreement and such other agreements and documents.

(g)        Notices. Except as otherwise provided in this Agreement, all notices, requests, claims, demands, waivers and other communications required or permitted under this Agreement shall be in writing and shall be mailed by reliable overnight delivery service or delivered by hand, facsimile or messenger as follows:

if to the Company: Accretive Health, Inc.
401 North Michigan Avenue, Suite 2700

Chicago, IL 60611

Attention: General Counsel
Facsimile: 312-277-6690

with a copy to (which shall not constitute notice) to: Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
Attention: Richard W. Porter, P.C.
                   Robert M. Hayward, P.C.
Facsimile: (312) 862-2200

if to the Investor: c/o TowerBrook Capital Partners L.P.
Park Avenue Tower
65 East 55th Street, 29th Floor
New York, NY 10022
Attention: Glenn Miller
Facsimile: 917-591-4789

with a copy to (which shall not constitute notice) to: Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention: Steven A. Cohen
Facsimile: (212) 403-2347

and

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Covington & Burling LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
Attention: Stephen A. Infante
Facsimile: (646) 441-9039

or in any such case to such other address, facsimile number or telephone as any party hereto may, from time to time, designate in a written notice given in a like manner. Notices shall be deemed given when actually delivered by overnight delivery service, hand or messenger, or when received by facsimile if promptly confirmed.

(h)        Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party to this Agreement shall impair any such right, power, or remedy of such party, nor shall it be construed to be a waiver of or acquiescence in any breach or default, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default. All remedies, either under this Agreement or by law or otherwise afforded to the Investor, shall be cumulative and not alternative.

(i)         Expenses. The Company and the Investor shall bear their own expenses and legal fees incurred on their behalf with respect to this Agreement and the transactions contemplated hereby, except as otherwise provided in Section 4.

(j)        Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only if such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and the Investor or, in the case of a waiver, by the party against whom the waiver is to be effective. Any consent hereunder and any amendment or waiver of any term of this Agreement by the Company must be approved in accordance with the Investor Rights Agreement.  Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities at the time outstanding (including securities convertible into Registrable Securities), each future holder of all such Registrable Securities, and the Company.

(k)        Counterparts. This Agreement may be executed in any number of counterparts and signatures may be delivered by facsimile or in electronic format, each of which may be executed by less than all the parties, each of which shall be enforceable against the parties actually executing such counterparts and all of which together shall constitute one instrument.

(l)        Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement and the balance of this Agreement shall be enforceable in accordance with its terms.

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(m)        Titles and Subtitles; Interpretation. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. When a reference is made in this Agreement to a Section or Schedule, such reference shall be to a Section or Schedule of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute, rule or regulation defined or referred to in this Agreement means such agreement, instrument or statute, rule or regulation as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes. Any reference to any section under the Securities Act or Exchange Act, or any rule promulgated thereunder, shall include any publicly available interpretive releases, policy statements, staff accounting bulletins, staff accounting manuals, staff legal bulletins, staff “no-action”, interpretive and exemptive letters, and staff compliance and disclosure interpretations (including “telephone interpretations”) of such section or rule by the SEC. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it is drafted by each of the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

ACCRETIVE HEALTH, INC.
By:	/s/ Emad Rizk
	Name: Emad Rizk
	Title: Chief Executive Officer and President
TCP-ASC ACHI SERIES LLLP
By: TCP-ASC GP, LLC, its General Partner
By:	/s/ Glenn F. Miller
	Name: Glenn F. Miller
	Title: Vice President

EX-7.7

Exhibit 7.7

Limited Liability Limited Partnership Agreement

EXECUTION VERSION

LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT

OF

TCP-ASC ACHI SERIES LLLP,

A DELAWARE SERIES LIMITED LIABILITY LIMITED PARTNERSHIP

Dated as of December 7, 2015

THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO THE CONDITIONS SPECIFIED IN THIS LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT AMONG THE PARTNERS OF THE ISSUER.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

TABLE OF CONTENTS

ARTICLE I Definitions		2
1.1	Definitions	2
1.2	Other Interpretative Provisions	12
ARTICLE II Organization of the Partnership		12
2.1	Organization	12
2.2	Name	12
2.3	Registered Office; Agent	12
2.4	Term	13
2.5	Purposes and Powers	13
2.6	Series Formation	13
ARTICLE III Management of the Partnership		14
3.1	Board of Directors	14
3.2	No Fiduciary Duties	19
3.3	Performance of Duties; Liability of Directors and Officers	20
3.4	Indemnification	20
3.5	No Inconsistent Acts	21
ARTICLE IV Limited Partners and General Partner		21
4.1	Voting Rights of Limited Partners	21
4.2	Registered Limited Partners	21
4.3	Limitation of Liability	21
4.4	Withdrawal or Resignation by a Limited Partner	22
4.5	Authority	22
4.6	Outside Activities	22
4.7	General Partner; Transfer of General Partnership Interest	22
ARTICLE V Units; Limited Partnership Interests		23
5.1	Units Generally; Schedule of Capital Contributions and Limited Partners Schedule	23
5.2	Authorization of Units	23
5.3	Issuance of Units	23
5.4	New Limited Partners	23
5.5	No Pre-Emptive Rights	24
ARTICLE VI Company Securities and Company Board		24
6.1	Designees to Accretive Board	24
6.2	Rights Attached to Company Securities	25
6.3	Restrictions on Transfer of Company Securities	27
6.4	Right of First Offer	28
6.5	Drag-Along Rights	29
6.6	Tag-Along Rights	30

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ARTICLE VII Capital Contributions; Capital Accounts		31
7.1	Capital Contributions	31
7.2	Capital Accounts	32
7.3	Loans from Partners	32
7.4	Status of Capital Contributions	32
ARTICLE VIII Distributions		32
8.1	Generally	32
8.2	Tax Advances	33
8.3	Withholding Taxes	34
ARTICLE IX Allocations		34
9.1	Allocations of Profits and Losses	34
ARTICLE X Elections and Reports		34
10.1	Generally	34
10.2	Tax Status	34
10.3	Waiver of Section 17-305 of the Act	34
ARTICLE XI Dissolution and Liquidation		34
11.1	Dissolution	34
11.2	Liquidation	36
ARTICLE XII Transfer of Units		38
12.1	Restrictions on Transfers	38
12.2	Procedures for Transfer	38
12.3	Legend	39
12.4	Limitations	39
ARTICLE XIII Certain Agreements		40
13.1	Information Rights; Confidentiality	40
13.2	MPSA	41
13.3	Transaction Expenses	41
13.4	Liabilities in connection with Transaction Agreements	42
13.5	Consent and Waiver of Representation	43
ARTICLE XIV Miscellaneous Provisions		44
14.1	Notices	44
14.2	Governing Law; Venue and Submission to Jurisdiction	44
14.3	Waiver of Jury Trial	45
14.4	No Action for Partition	45
14.5	No Third Party Beneficiaries	45
14.6	Amendments	45
14.7	Headings and Sections	46
14.8	Binding Effect	46
14.9	Counterparts; Facsimile or Email	46
14.10	Severability	46

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14.11	Remedies	46
14.12	Business Days	46
14.13	No Strict Construction	47
14.14	Entire Agreement and Incorporation by Reference	47
14.15	Mergers and Consolidations	47
14.16	Conflicting Agreements	47

SCHEDULES:

Schedule A	List of Officers
Schedule B	Limited Partners Schedule
Schedule C	Original Investment Schedule

EXHIBITS:

Exhibit A	Series TB Separate Series Agreement
Exhibit B	Series AS Separate Series Agreement
Exhibit C	Form of Joinder to Series Limited Liability Limited Partnership Agreement

iii

LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT

OF

TCP-ASC ACHI SERIES LLLP

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).

RECITALS

WHEREAS, the Partnership was formed as a limited liability limited partnership with separate series pursuant to the Delaware Revised Uniform Limited Partnership Act, as amended from time to time (the “Act”), and the Delaware Revised Uniform Partnership Act, as amended from time to time, by the filing of (i) its certificate of limited partnership (as amended from time to time, the “Certificate of Limited Partnership”) and (ii) its Statement of Qualification of Limited Liability Limited Partnership (the “Statement of Series LLLP Qualification”), in each case, with the Secretary of State of the State of Delaware on December 3, 2015;

WHEREAS, the Partnership is entering into that certain Securities Purchase Agreement (the “SPA”), dated as of the Effective Date, by and among the Partnership, Accretive Health, Inc., a Delaware corporation (“Accretive” or the “Company”) and, solely for the purposes specified therein, Ascension Health Alliance d/b/a Ascension, a Missouri non-for-profit corporation (“Ascension Health”), pursuant to which the Partnership has agreed to purchase from Accretive, and Accretive has agreed to sell to the Partnership, the Preferred Shares and the Warrant (as such terms are defined in the SPA) on the terms and subject to the conditions set forth in the SPA (the “Purchase”);

WHEREAS, the Partnership was formed for the purpose of purchasing, holding, converting, exercising the rights attached to, and disposing of, the Preferred Shares and the Warrant on behalf of the Limited Partners;

WHEREAS, in furtherance of completing the transactions contemplated by the SPA, each Limited Partner has executed (x) an equity commitment letter delivered to Accretive, pursuant to which each such Limited Partner has committed to subscribe for Units (as defined herein), on the terms and subject to the conditions set forth therein (the “ECL”) and (y) a limited guaranty, pursuant to which each such Limited Partner has committed to guarantee to Accretive certain obligations of the Partnership pursuant the SPA, on the terms and subject to the conditions set forth therein (the “LG”); and

WHEREAS, concurrently and in connection with the execution of the SPA, the Partnership is entering into that certain Investor Rights Agreement (the “IRA”), that certain Registration Rights Agreement (the “RRA”) and that certain Warrant Agreement (the “Warrant Agreement”), all of which are dated as of the Effective Date, by and between the Partnership and Accretive

(each of the SPA, IRA, RRA and Warrant Agreement, a “Transaction Agreement”, and collectively, the “Transaction Agreements”);

WHEREAS, concurrently and in connection with the execution of the Transaction Agreements, the Partnership is entering into that certain Services Agreement (the “Services Agreement”), dated as of the Effective Date, by and between the Partnership and TowerBrook Capital Partners L.P.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made and other good and valuable consideration, the Partners hereby agree as follows:

ARTICLE I

Definitions

1.1       Definitions. The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided in this Agreement):

“Accretive” has the meaning set forth in the Recitals.

“Accretive Board” means the board of directors of Accretive.

“Act” has the meaning set forth in the Recitals.

“Adjusted Taxable Income” of a Limited Partner for a Fiscal Year (or portion thereof) with respect to Units held by such Limited Partner means the federal taxable income (or alternative minimum taxable income, as the case may be) allocated by the Partnership to the Limited Partner with respect to such Units; provided that such taxable income (or alternative minimum taxable income, as the case may be) shall be computed (i) as if all excess taxable losses and excess taxable credits allocated with respect to such Units in all prior years were carried forward (taking into account the character of any such loss carry forward as capital or ordinary), and (ii) taking into account (x) for the avoidance of doubt, any special allocations to such Limited Partner as a result of the application to such Limited Partner of Code Section 704(c) or the Treasury Regulations promulgated thereunder and (y) any special basis adjustment with respect to such Limited Partner resulting from an election by the Partnership under Code Section 754; provided, further, that Adjusted Taxable Income shall not include federal taxable income (or alternative minimum taxable income, as the case may be) arising as a result of a sale of a material portion of the Partnership’s or any of its Subsidiaries’ assets (determined on a consolidated basis) to the extent the net proceeds of which are distributed pursuant to Section 8.2 of this Agreement.

“Affiliate” means, when used with reference to a specified Person, any Person that directly or indirectly controls or is controlled by or is under common control with the specified Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise). For all purposes of this Agreement, the Partnership and its Subsidiaries will not be deemed to be Affiliates of any Limited Partner.

“Agreement” has the meaning set forth in the Preamble.

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“Applicable Restrictions” has the meaning set forth in Section 8.2 of this Agreement.

“Ascension Allocable Preferred Shares” means the number of Preferred Shares associated with Series AS and to be purchased using the Initial Capital Contribution of the AS Partners with respect to that Series.

“Ascension Allocable Securities” means the Ascension Allocable Preferred Shares, the Ascension Allocable Warrants and any other equity interest in Accretive held by Series AS in accordance with this Agreement and the applicable Separate Series Agreement.

“Ascension Allocable Warrants” means the portion of the Warrant associated with Series AS and to be purchased using the Initial Capital Contribution of the AS Partners with respect to that Series.

“Ascension Company Board Designees” has the meaning set forth in Section 6.1(a)(i) of this Agreement.

“Ascension Director Designees” has the meaning set forth in Section 3.1(c)(i)(A) of this Agreement.

“Ascension Entities” means, collectively, Ascension Health and its Affiliates.

“Ascension Health” has the meaning set forth in the Recitals.

“AS Partners” means, collectively, Ascension Health and any other Ascension Entity that becomes a Limited Partner associated with Series AS, and any of their respective Permitted Transferees.

“AS Partners’ ROFO” has the meaning set forth in Section 6.4(b) of this Agreement.

“Board” or “Board of Directors” has the meaning set forth in Section 3.1(a) of this Agreement.

“Book Value” means, with respect to any Partnership or Series asset, the adjusted basis of such asset for federal income tax purposes, except as follows:

(A)         The initial Book Value of any Partnership or Series asset contributed by a Limited Partner to the Partnership or the applicable Series shall be the gross Fair Market Value of such Partnership or Series asset as of the date of such contribution;

(B)         The Book Value of each Partnership or Series asset shall be adjusted to equal its respective gross Fair Market Value, as of the following times: (i) the acquisition of an additional interest in the Partnership by any new or existing Limited Partner in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Partnership to a Limited Partner of more than a de minimis amount of Partnership

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assets (other than cash) as consideration for all or part of its Units unless the Board determines that such adjustment is not necessary to reflect the relative economic interests of the Limited Partners in the Partnership; (iii) the grant of more than a de minimis interest in the Partnership as consideration for the provision of services to or for the benefit of the Partnership; and (iv) the liquidation of the Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);

(C)         The Book Value of a Partnership or Series asset distributed to any Limited Partner shall be the Fair Market Value of such Partnership or Series asset as of the date of distribution thereof;

(D)         The Book Value of each Partnership or Series asset shall be increased or decreased, as the case may be, to reflect any adjustments to the adjusted basis of such Partnership or Series asset pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Account balances pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); provided that Book Values shall not be adjusted pursuant to this subparagraph (D) to the extent that an adjustment pursuant to subparagraph (B) above is made in conjunction with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (D); and

(E)         If the Book Value of a Partnership or Series asset has been determined or adjusted pursuant to subparagraph (A), (B) or (D) above, such Book Value shall thereafter be adjusted to reflect the Depreciation taken into account with respect to such Partnership or Series asset for purposes of computing Profits and Losses.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which commercial banks are authorized or required to close in the State of New York.

“Capital Account” means the capital account maintained for a Limited Partner pursuant to Section 7.2 of this Agreement.

“Capital Contribution” means, with respect to each Limited Partner, the total amount of cash or property contributed by such Limited Partner to a Series pursuant to the Separate Series Agreement of that Series.

“Certificate of Limited Partnership” has the meaning set forth in the Recitals.

“Chairman” has the meaning set forth in Section 3.1(f) of this Agreement.

“Change of Control Transaction” means any transaction involving a Change of Control, as such term is defined in that certain Certificate of Designations of 8.00% Series A Convertible Preferred Stock, Par Value $0.01 Per Share, of Accretive dated as of the Effective Date.

“Closing” and “Closing Date” have the meaning assigned to such terms in the SPA.

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“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Common Units” means a Unit having the rights and obligations specified with respect to “Common Units” in this Agreement and the Separate Series Agreements.

“Company” has the meaning set forth in the Recitals.

“Company Board” means the board of directors of Accretive.

“Company Board Designees” has the meaning set forth in Section 6.1 of this Agreement.

“Company Common Shares” means shares of common stock of Accretive.

“Company Securities” means any securities of Accretive held by the Partnership and the Series, including the Preferred Shares, the Warrant and any Company Common Shares issued upon conversion or exercise thereof. For purposes of any measurement of Company Securities, all calculations shall be done based on the number of Company Common Shares on a fully as converted, as exercised basis.

“Current Investment Percentage” means, at any time and with respect to any Limited Partner, the quotient (expressed as a percentage) equal to (i) the total number of Company Securities held by the Series associated with such Limited Partner at such time divided by (ii) all Company Securities held by the Partnership at such time.

“Customer” means (a) any Person with an existing or prospective commercial relationship with Accretive or any of its Subsidiaries and (b) any Affiliate of any such Person specified in clause (a).

“Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year, except that if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero and the Book Value of the asset is positive, Depreciation shall be determined with reference to such beginning Book Value using any permitted method selected by the Board.

“DGCL” has the meaning set forth in Section 3.1(l) of this Agreement.

“Directors” has the meaning set forth in Section 3.1(a) of this Agreement.

“Drag-Along Right” has the meaning set forth in Section 6.5(a) of this Agreement.

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“Drag-Along Transfer” has the meaning set forth in Section 6.5(a) of this Agreement.

“ECL” has the meaning set forth in the Recitals.

“Effective Date” has the meaning set forth in the Preamble.

“Estimated Tax Amount” of a Limited Partner for a Fiscal Year means the Limited Partner’s Tax Amount for such Fiscal Year as estimated in good faith from time to time by the Board. In making such estimate, the Board shall take into account amounts shown on Internal Revenue Service Form 1065 filed by the Partnership and similar state or local forms filed by the Partnership for the preceding taxable year and such other adjustments as in the reasonable business judgment of the Board are necessary or appropriate to reflect the estimated operations of the Partnership for the Fiscal Year.

“Excess Amount” has the meaning set forth in Section 8.2 of this Agreement.

“Excess Expenses Amount” has the meaning set forth in Section 13.3(a) of this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” of any asset as of any date means the purchase price which a willing buyer having all relevant knowledge would pay a willing seller for such asset in an arm’s-length transaction, as determined in good faith by the Board, based on such factors as the Board, in the exercise of its reasonable business judgment, considers relevant.

“Fiscal Year” means the Partnership’s Taxable Year.

“General Partner” means TCP-ASC GP, LLC and its successors and permitted assigns as the sole general partner of the Partnership.

“General Partnership Interest” means the interest acquired by the General Partner in the Partnership, including the General Partner’s right to the benefits to which the General Partner may be entitled as provided in this Agreement or the Act. The General Partnership Interest does not entitle the General Partner to any right to receive, and the General Partner will not receive, any distributions under this Agreement (or otherwise from the Partnership) or any allocation of Profits, Losses, or other items of income, gain, loss, deduction or credits of the Partnership under this Agreement (or otherwise from the Partnership).

“Indemnifiable Matter” has the meaning set forth in Section 13.4(d) of this Agreement.

“Initial Capital Contribution” has the meaning set forth in Section 7.1(a) of this Agreement.

“Initial Investment Percentage” has the meaning set forth in Section 7.1(a) of this Agreement.

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“Investor” has the meaning assigned to such term in the IRA.

“IRA” has the meaning set forth in the Recitals.

“Joinder” has the meaning set forth in Exhibit C to this Agreement.

“LG” has the meaning set forth in the Recitals.

“Liability” means any loss, cost, penalty, fee, liability, damage or expense, including reasonable attorneys' fees and disbursements.

“Limited Partner” means each Person (other than the General Partner) identified as a limited partner on the Limited Partners Schedule as of the date hereof who is a party to or is otherwise bound by this Agreement and the Separate Series Agreement of the Series with which such Person is associated and each Person who is hereafter admitted as a Limited Partner in accordance with the terms of this Agreement and the applicable Separate Series Agreement of the Series with which such Person is admitted. The Limited Partners shall constitute the “limited partners” (as that term is defined in the Act) of the Partnership.

“Limited Partnership Interest” means, with respect to each Limited Partner, the interest acquired by a Limited Partner in the Partnership with respect to a Series, including such Limited Partner’s right (based on the type and class and/or series of Unit or Units held by such Limited Partner), as applicable, (i) to a distributive share of Profits, Losses, and other items of income, gain, loss, deduction and credits of the applicable Series, (ii) to a distributive share of the assets of the applicable Series, and (iii) to any and all other benefits to which such Limited Partner may be entitled as provided in this Agreement, the applicable Separate Series Agreement or the Act.

“Limited Partners Schedule” has the meaning set forth in Section 5.1 of this Agreement.

“Liquidator” has the meaning set forth in Section 11.2(a) of this Agreement.

“Losses” means items of loss and deduction of the Partnership or a Series determined according to this Agreement and the Separate Series Agreements.

“Majority of the Board” means, at any time, a majority of the votes attributable to the Directors who are then appointed and qualified.

“Mandatory Capital Call” has the meaning set forth in Section 7.1(c) of this Agreement.

“MPSA” has the meaning assigned to such term in the SPA.

“Officers” has the meaning set forth in Section 3.1(g) of this Agreement.

“Original Investment Schedule” has the meaning set forth in Section 7.1(a) of this Agreement.

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“Partner” means any of the Partners.

“Partners” means the General Partner and the Limited Partners.

“Partnership” has the meaning set forth in the Preamble.

“Partnership Minimum Gain” has the meaning set forth for “partnership minimum gain” in Treasury Regulations Section 1.704-2(d).

“Permitted Transfer” has the meaning set forth in Section 4.5 of the IRA.

“Permitted Transferee” means:

(i)          with respect to any TowerBrook Partner, (x) any TowerBrook Fund or other TowerBrook Entity, (y) any Affiliate, partner, member or stockholder of such TowerBrook Partner or of any TowerBrook Fund or other TowerBrook Entity and (z) any other TowerBrook Partner and any Affiliate, partner, member or stockholder of any other TowerBrook Partner, and

(ii)         with respect to any AS Partner, (x) any Ascension Entity, (y) any Affiliate, partner, member or stockholder of such AS Partner or of any Ascension Entity and (z) any other AS Partner and any Affiliate, partner, member or stockholder of any other AS Partner.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a governmental entity or any department, agency or political subdivision thereof or any other entity or organization.

“Preferred Shares” has the meaning assigned to such term in the SPA.

“Profits” means items of income and gain of the Partnership or the Series determined in accordance with this Agreement and the Series Separate Agreements.

“Protected Persons” has the meaning set forth in Section 3.4 of this Agreement.

“Purchase” has the meaning set forth in the Recitals.

“Quarterly Estimated Tax Amount” of a Limited Partner for any calendar quarter of a Fiscal Year means the excess, if any of (i) the product of (A) ¼ in the case of the first calendar quarter of the Fiscal Year, ½ in the case of the second calendar quarter of the Fiscal Year, ¾ in the case of the third calendar quarter of the Fiscal Year, and 1 in the case of the fourth calendar quarter of the Fiscal Year and (B) the Limited Partner’s Estimated Tax Amount for such Fiscal Year over (ii) all distributions previously made with respect to such Fiscal Year to such Limited Partner pursuant to Section 8.2 of this Agreement.

“RRA” has the meaning set forth in the Recitals.

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“ROFO Exercise Notice” has the meanings set forth in Section 6.4(b) of this Agreement.

“ROFO Offering Notice” has the meaning set forth in Section 6.4(a) of this Agreement.

“ROFO Period” has the meanings set forth in Section 6.4(b) of this Agreement.

“ROFO Price” has the meanings set forth in Section 6.4(a) of this Agreement.

“ROFO Securities” has the meanings set forth in Section 6.4(a) of this Agreement.

“Sale Notice” has the meaning set forth in Section 6.6(a) of this Agreement.

“Sale Participation Notice” has the meaning set forth in Section 6.6(a) of this Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Separate Series Agreement” has the meaning set forth in Section 2.6(b) of this Agreement.

“Series” means a designated series of partnership interests in the Partnership established in accordance with this Agreement and pursuant to Section 17-218 of the Act having separate rights, powers and/or duties with respect to specified obligations and, to the extent provided in this Agreement or the Separate Series Agreement of that Series, having a separate business purpose or investment objective.

“Series AS” means that Series named TCP-ASC ACHI Series LLLP Series AS established under Section 2.6 of this Agreement.

“Series TB” means that Series named TCP-ASC ACHI Series LLLP Series TB established under Section 2.6 of this Agreement.

“Services Agreement” has the meaning set forth in the Recitals.

“Shortfall Amount” has the meaning set forth in Section 8.2 of this Agreement.

“SPA” has the meaning set forth in the Recitals.

“Statement of Series LLLP Qualification” has the meaning set forth in the Recitals.

“Strategic Investor” means (a) any Investor Designee (as such term is defined in the IRA) or Person associated with such Investor Designee and (b) any other Person (other than a competitor of Accretive or an Affiliate of a competitor of Accretive) that is determined in good faith by the Board to (i) conduct business in the same industry as that in which Accretive conducts business (or in an industry functionally related to or vertically integrated with the industry

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in which Accretive conducts business), or (ii) bring value to Accretive or the Partnership’s investment in Accretive.

“Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of either (a) the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof or (b) ownership interests, in each case, is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of such Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the membership, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of such Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director, managing member, manager, board of managers or a general partner of such limited liability company, partnership, association or other business entity.

“Tax Advance” means any distribution made by the Partnership pursuant to Section 8.2 of this Agreement.

“Tax Amount” of a Limited Partner for a Fiscal Year means the product of (A) the Tax Rate for such Fiscal Year and (B) the Adjusted Taxable Income of the Limited Partner for such Fiscal Year with respect to its Units.

“Tax Rate” of a Limited Partner for any period means the highest marginal blended federal, state and local income tax rate applicable for such period to an individual residing in New York, New York, taking into account for federal income tax purposes, the deductibility of state and local taxes. If higher, federal Tax Advances will be based on federal alternative minimum taxable income (taking into account solely Partnership items and the principles contained in the definitions of Adjusted Taxable Income) and rates (using the highest marginal federal alternative minimum tax rate applicable to an individual).

“Taxable Year” means the Partnership’s or Series’ taxable year ending on December 31 (or part thereof in the case of the Partnership’s first and last taxable year), or such other year as is (i) required by Section 706 of the Code or (ii) determined by the Board (if no year is so required by Section 706 of the Code).

“TowerBrook Allocable Preferred Shares” means the number of Preferred Shares associated with Series TB and to be purchased using the Initial Capital Contribution of the TowerBrook Partners with respect to that Series.

“TowerBrook Allocable Securities” means the TowerBrook Allocable Preferred Shares, the TowerBrook Allocable Warrants and any other equity interest in Accretive held by Series TB in accordance with this Agreement and the applicable Separate Series Agreement.

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“TowerBrook Allocable Warrants” means the portion of the Warrant associated with Series TB and to be purchased using the Initial Capital Contribution of the TowerBrook Partners with respect to that Series.

“TowerBrook Company Board Designees” has the meaning set forth in Section 6.1(a)(ii) of this Agreement.

“TowerBrook Director Designees” has the meaning set forth in Section 3.1(c)(i)(A) of this Agreement.

“TowerBrook Entities” means, collectively, (i) TowerBrook Capital Partners L.P., (ii) TowerBrook Investors IV (Onshore), L.P., an exempted limited partnership organized under the laws of the Cayman Islands, TowerBrook Investors IV (892), L.P., a limited partnership organized under the laws of Alberta, TowerBrook Investors IV (OS), L.P., a limited partnership organized under the laws of Alberta, TowerBrook Investors IV Executive Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands, TowerBrook Investors IV Team Daybreak, L.P., an exempted limited partnership organized under the laws of the Cayman Islands, and any other investment fund managed or advised by TowerBrook Capital Partners L.P. (collectively, the “TowerBrook Funds”), and (iii) any Affiliate of TowerBrook Capital Partners L.P. or any TowerBrook Fund.

“TowerBrook Funds” has the meaning set forth in the definition of TowerBrook Entities.

“TowerBrook Holdings” means TI IV ACHI Holdings, LLLP, a Delaware limited liability limited partnership.

“TowerBrook Ownership Threshold” means, as of any date, TowerBrook Partners having beneficial ownership of Company Common Shares representing at least one-third (33⅓%) of the TowerBrook Allocable Securities issued to the Partnership at the Closing.

“TowerBrook Partners” means, collectively, TowerBrook Holdings, and any other TowerBrook Entity that becomes a Limited Partner associated with Series TB, and any of their respective Permitted Transferees.

“Transaction Agreement” and “Transaction Agreements” have the meaning set forth in the Recitals.

“Transfer” means any direct or indirect sale, transfer, exchange, conveyance, assignment, pledge, hypothecation, gift, delivery or other disposition or any voting trust or other agreement or arrangement respecting voting rights or any beneficial interest in any Units. The term “Transferred” has the correlative meaning and the term “Transferee” means the Person to whom the security or other property has been or is proposed to be Transferred.

“Transferred Securities” has the meaning set forth in Section 6.6(a) of this Agreement.

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“Treasury Regulations” means the final or temporary regulations that have been issued by the U.S. Department of Treasury pursuant to its authority under the Code, and any successor regulations.

“Unit” means a unit representing a fractional part of the Limited Partnership Interests of all of the Limited Partners and shall include all types and classes and/or series of Units; provided that any type, class or series of Unit shall have the designations, preferences and/or special rights set forth in this Agreement and any applicable Separate Series Agreement and the Limited Partnership Interests represented by such type or class or series of Unit shall be determined in accordance with such designations, preferences and/or special rights. As a point of clarity, the General Partnership Interest is not represented by Units.

“Unreimbursed Expenses Amount” has the meaning set forth in Section 13.3(a) of this Agreement.

“Warrant” has the meaning assigned to such term in the SPA.

“Warrant Agreement” has the meaning set forth in the Recitals.

“Willfully Breaching LP” has the meaning set forth in Section 13.4(b) of this Agreement.

1.2       Other Interpretative Provisions. Where the context so indicates, (a) defined terms used in this Agreement in the singular shall import the plural and vice versa and (b) the masculine shall include the feminine, and the neuter shall include the masculine and feminine. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

ARTICLE II

Organization of the Partnership

2.1       Organization. As a result of the filing of the Partnership’s Certificate of Limited Partnership and the Partnership’s Statement of Series LLLP Qualification, in each case, with the Secretary of State of the State of Delaware, and the execution of this Agreement, the Partnership is formed as a Delaware limited liability limited partnership with separate series. As permitted by Section 17-214 of the Act, the Partnership shall be a “limited liability limited partnership” (as that term is used in the Act).

2.2       Name. The name of the Partnership is “TCP-ASC ACHI Series LLLP” or such other name or names as the Board may from time to time designate; provided, however, that the name shall always contain the words “Series Limited Liability Limited Partnership,” “Series LLLP” or “S.L.L.L.P.”

2.3       Registered Office; Agent. The Partnership shall maintain a registered office in the State of Delaware at c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808, or at such other place within the State of Delaware as an authorized officer of the Partnership may designate. The name and address of the Partnership’s registered agent for service of process on the Partnership in the State of

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Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808, or such other agent as an authorized officer of the Partnership may from time to time designate.

2.4       Term. The term of existence of the Partnership shall be perpetual from the date the Certificate of Limited Partnership was filed with the Secretary of State of the State of Delaware, unless the Partnership is dissolved in accordance with the provisions of this Agreement. Except as may otherwise be expressly provided with respect to a Series, a Series shall have perpetual existence unless the Partnership is dissolved or such Series is terminated, in accordance with the provisions of this Agreement and the applicable Separate Series Agreement.

2.5       Purposes and Powers.

(a)        The purposes and character of the business of the Partnership and each Series shall be to purchase, own, convert, exercise any rights attached to, and dispose of, Company Securities on behalf of the Limited Partners. The Partnership, with respect to its Series, shall use the Initial Capital Contributions to purchase the Preferred Shares and the Warrant on the terms and conditions set forth in the SPA. The Partnership and each Series shall have any and all powers which are necessary or desirable to carry out the purposes and business of the Partnership and the Series, including the ability to incur and guaranty indebtedness, to the extent the same may be legally exercised by limited liability limited partnerships under the Act. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Partnership to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability limited partnership formed under the laws of the State of Delaware.

(b)        Notwithstanding any provision to the contrary in this Agreement, the Partnership and each Series are hereby authorized to execute, deliver and perform, and each Officer on behalf of the Partnership, is hereby authorized to execute and deliver, the ECL, the LG, the Transaction Agreements and the Services Agreement, without any further authorization.

2.6       Series Formation.

(a)        The Partnership may acquire assets and incur debts, liabilities, expenses or other obligations only to the extent that they are with respect to a Series and not with respect to the Partnership generally.

(b)        The Board may establish one or more Series only with the prior written consent of the AS Partners and the TowerBrook Partners. Each Series may have (i) separate rights, powers or duties with respect to specified property or obligations, or profits and losses associated with specified property or obligations and (ii) a separate business purpose or investment objective than the Partnership or any other Series. Subject to the first sentence of this Section 2.6(b), the terms of each Series shall be as set forth in this Agreement and a separate agreement establishing such Series (a “Separate Series Agreement”). The Board hereby establishes Series TB and Series AS, the Separate Series Agreement of which is attached, respectively, as Exhibits A and B to this Agreement. For all purposes of the Act, this Agreement together with each Separate Series Agreement constitutes the “partnership agreement” of the Partnership within the meaning of the Act. A Separate Series Agreement or counterpart signature page thereto

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shall be executed by the Partnership and by all of the Limited Partners associated with such Series. The terms and provisions of a Separate Series Agreement may have the effect of altering, supplementing or amending the terms and provisions hereof. To the extent that any of the terms or provisions of a Separate Series Agreement conflict with any of the terms or provisions of this Agreement, the terms of this Agreement shall control.

(c)        No debt, liability, obligation or expense of a Series or general partner shall be a debt, liability, obligation or expense of any other Series or general partner or the Partnership generally. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a Series shall be enforceable against the assets of such Series only and not against any other assets of any other Series or the Partnership generally, and unless otherwise provided in this Agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other Series or the Partnership generally shall be enforceable against the assets of that Series. Separate and distinct records shall be maintained for each and every Series, and assets associated with a Series shall be held (directly or indirectly, including through a nominee or otherwise) and accounted for separately from the assets of any other Series. The Board and the Partnership shall not commingle the assets of one Series with the assets of any other Series. The Certificate of Limited Partnership shall contain a notice of the limitation of liabilities of the Series in conformity with Section 17-218 of the Act.

ARTICLE III

Management of the Partnership

3.1       Board of Directors.

(a)        Establishment. A committee of the Partnership (the “Board” or the “Board of Directors”) comprised of natural persons (the “Directors”) is hereby established and shall have the authority and duties set forth in this Agreement and the Separate Series Agreements. Each Director shall be entitled to one vote; provided, that, if at any time the AS Partners or the TowerBrook Partners have the right to designate a number of Directors who, collectively, represent a Majority of the Board, then, such Limited Partners may, in their sole discretion, assign to a single Director a special voting interest representing up to four (4) votes that, together with the votes of any other Directors designated by such Limited Partners, represents a Majority of the Board. Except as otherwise expressly provided in this Agreement and the Separate Series Agreement, any decisions to be made or actions to be taken by the Board shall require the approval of a Majority of the Board. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Partnership. The Partners intend that the Board of Directors constitute a committee within the meaning of Section 17-303(b)(7) of the Act.

(b)        Management Generally. To enable the Board of Directors to manage the business and affairs of the Partnership and of each Series, and notwithstanding any provision to the contrary contained in this Agreement or any Separate Series Agreement, the General Partner hereby irrevocably delegates to the Board of Directors all of its powers and authority to manage and control the business and affairs of the Partnership and of each Series, that it may now or hereafter possess under applicable law as a general partner of the Partnership to the fullest extent permitted under Section 17-403(c) of the Act. The General Partner further agrees to take any

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and all action necessary and appropriate, in the sole direction of the Board of Directors, to effect any duly authorized actions by the Board of Directors or any officer of the Partnership, including executing or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining from taking action as may be necessary or appropriate to achieve all the effective delegation of power described in this Section 3.1. Each of the Partners and each Person who may acquire an interest in a Limited Partnership Interest hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Board of Directors of management powers over the business and affairs of the Partnership and the Series pursuant to the provisions of this Agreement and the Separate Series Agreements shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. Except as otherwise provided in this Agreement and the Separate Series Agreements, the management of the Partnership and of each Series shall be vested exclusively in the Board of Directors and, subject to the direction of the Board of Directors, the Partnership’s officers. Except as otherwise provided in this Agreement and the Separate Series Agreements, neither the General Partner nor any of the Limited Partners in their capacities as such shall have any part in the management of the Partnership and each of the Series and shall have no authority or right to act on behalf of the Partnership or deal with any third parties on behalf of the Partnership in connection with any matter, except as requested or authorized by the Board of Directors. Except as otherwise provided in this Agreement and the Separate Series Agreements, all actions outside of the ordinary course of business of the Partnership to be taken by or on behalf of the Partnership shall require the approval of a Majority of the Board. Notwithstanding the foregoing, the General Partner is authorized to sign, and cause to be filed with the Secretary of State of the State of Delaware, the Certificate of Limited Partnership, the Statement of Series LLLP Qualification and, following the Effective Date, as directed, orally or in writing, by the Board, any similar type filing that may be required in connection with the Partnership’s status as a limited liability limited partnership with the State of Delaware or any other state.

(c)        Number of Directors; Term of Office. The authorized number of Directors comprising the Board shall be five (5), which number, subject to the requirements set forth in Section 3.1(c)(i), may be modified by the Board in its discretion from time to time, but shall never exceed five (5) or be less than three (3). The Directors shall, except as otherwise provided for in this Section 3.1(c), hold office until their respective successors are appointed and qualified or until their earlier death, resignation or removal.

(i)          Notwithstanding the foregoing:

(A)         (x) From the Effective Date until the Closing Date and (y) following the Closing Date, at any time when the TowerBrook Ownership Threshold is met, the AS Partners shall have the right to designate up to two Directors (the “Ascension Director Designees”) and the TowerBrook Partners shall have the right to designate a number of Directors whose votes collectively represent at least a Majority of the Board (the “TowerBrook Director Designees”). As of the Effective Date, the Ascension Director Designees are Joseph Impicciche and Anthony Speranzo, and the TowerBrook Director Designees are Glenn Miller, Evan Goldman and Jennifer Glassman.

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(B)         Following the Closing Date, at any time when the TowerBrook Ownership Threshold is not met, the AS Partners and the TowerBrook Partners shall have the right to designate a number of Directors whose votes on the Board shall be approximately proportional to the number of TowerBrook Allocable Securities and Ascension Allocable Securities respectively owned by Series TB and Series AS; provided, however, that (i) for so long as a Series continues to hold any Company Securities, the Limited Partners associated with that Series shall have the right to designate at least one (1) Director and (ii) as between the AS Partners and the TB Partners, the Limited Partners related to the Series with the highest Current Investment Percentage shall have the right to designate Directors who represent a Majority of the Board.

(ii)         Removals and Vacancies. Any Director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and, if no time is specified, at the time of its receipt by the Board. The acceptance of a resignation shall not be necessary to make it effective. A Director may be removed at any time with or without cause (A) by written consent of the AS Partners if the Director to be removed is an Ascension Director Designee, (B) by written consent of the TowerBrook Partners if the Director to be removed is a TowerBrook Director Designee, (C) automatically, if such Director is a TowerBrook Director Designee and, as a result of the TowerBrook Ownership Threshold ceasing to be met, the number of TowerBrook Director Designees pursuant to Section 3.1(c)(i) has decreased (in which case the TowerBrook Partners shall promptly designate which TowerBrook Director Designee shall be so removed), (D) automatically, if such Director is an Ascension Director Designee and, as a result of the TowerBrook Ownership Threshold being met after previously having ceased to be met, the number of TowerBrook Director Designees has increased and the number of Ascension Director Designees has correspondingly decreased pursuant to Section 3.1(c)(i) (in which case the AS Partners shall promptly designate which Ascension Director Designee shall be so removed), or (E) automatically, at any time when the TowerBrook Ownership Threshold is not met, if, as a result of a change in the number of TowerBrook Allocable Securities or Ascension Allocable Securities, the number of TowerBrook Director Designees and Ascension Designees has adjusted pursuant to Section 3.1(c)(i) (in which case the TowerBrook Partners or AS Partners (whichever has lost proportionate shares of the Director designations) shall promptly designate which of its Director designees shall be so removed). Upon any vacancy on the Board, regardless of how caused, such vacancy shall be filled by the appointment of a successor Director by written consent of the AS Partners or TowerBrook Partners, as applicable, as necessary to effect the Board representation contemplated by the foregoing provisions of this Section 3.1(c)(i).

(d)        Meetings of the Board. The Board shall meet at such time and at such place (either within or outside of the State of Delaware) as the Board may designate. Special meetings of the Board shall be held on the call of the Chairperson upon at least two (2) days (if the meeting is to be held in person) or twenty-four (24) hours (if the meeting is to be held by telephone communications or video conference) oral or written notice to all of the Directors, or upon such shorter notice as may be approved by all the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Partnership of each meeting of the Board by whomever the Board may appoint as Secretary for such purpose.

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(i)          Conduct of Meetings. Any meeting of the Directors may be held in person, telephonically or by video conference.

(ii)         Quorum. A Majority of the Board shall constitute a quorum of the Board for purposes of conducting business. At all times when the Board is conducting business at a meeting of the Board, a quorum of the Board must be present at such meeting. If a quorum shall not be present at any meeting of the Board, then the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. A Director may vote or be present at a meeting either in person or by proxy.

(iii)        Attendance and Waiver of Notice. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

(iv)        Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action of the Board may be taken by written consent without a meeting. Any such action taken by the Board without a meeting shall be effective only if the consent or consents are in writing, set forth the action so taken, are signed by Directors on the Board constituting a Majority of the Board, and are signed by at least one (1) TowerBrook Director Designee and one (1) Ascension Director Designee. Notice of any action taken by the Board by written consent without a meeting shall promptly thereafter be provided to each Director and each Member.

(e)        Compensation of the Directors. Directors, as such, shall not receive any compensation for their services. Reimbursement for out-of-pocket expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided that nothing contained in this Agreement shall be construed to preclude any Director (including the President) from serving the Partnership or any of its Subsidiaries in any other capacity and receiving compensation for such service so long as such individual is not an employee of a TowerBrook Entity or an Ascension Entity.

(f)        Chairman of the Board. The Chairman of the Board (the “Chairman”) shall be designated by a Majority of the Board. The initial Chairman shall be Glenn Miller. The Chairman shall thereafter hold such position until his or her successor is designated and qualified or until his or her earlier death, resignation or removal. The Chairman may be removed at any time from his or her position as Chairman by written consent of a Majority of the Board. The Chairman, in his or her capacity as the Chairman of the Board, shall not have any of the rights or powers of an officer of the Partnership, unless he or she, in his or her capacity as a Chairman of the Board, is appointed as an officer of the Partnership by the Board. The Chairman shall preside at all meetings of the Board.

(g)        Appointment of Officers. The Board shall appoint individuals as officers (“Officers”) of the Partnership, which may include a President, a Secretary and such other

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officers (such as a Treasurer or any number of Senior Vice Presidents, Vice Presidents or Assistant Secretaries) as the Board deems advisable. No officer need be a Limited Partner or a Director. An individual may be appointed to more than one office. No officer of the Partnership shall have any rights or powers beyond the rights and powers granted to such officer in this Agreement. The officers of the Partnership as of the Effective Date are listed on the attached Schedule A. Designation of an individual as an officer of the Partnership shall not of itself create any contractual or employment right for such individual.

(h)        Duties of Officers Generally. Under the direction of and, at all times, subject to the authority of the Board, the officers shall have full and complete discretion to manage and control the day-to-day business, operations and affairs of the Partnership in the ordinary course of its business, to make all decisions affecting the day-to-day business, operations and affairs of the Partnership in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless and notwithstanding anything to the contrary in this Agreement: (i) the Board shall have previously restricted (specifically or generally) such powers; or (ii) the authority to take any action or not take any action is vested by this Agreement specifically in the AS Partners or the TowerBrook Partners, as applicable. In addition, the officers shall have such other powers and duties as may be prescribed by the Board, this Agreement or such officer’s employment agreement, if any. The President shall have the power and authority to delegate to any agents or employees of the Partnership rights and powers of officers of the Partnership to manage and control the day-to-day business, operations and affairs of the Partnership in the ordinary course of its business, as the President may deem appropriate from time to time, in each case, unless (i) the Board shall have previously restricted (specifically or generally) such powers; or (ii) the authority to take any action or not take any action is vested by this Agreement specifically in the AS Partners or the TowerBrook Partners, as applicable. Notwithstanding anything contained herein to the contrary, the delegation to any officer of the Partnership of any management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such officer of the Partnership to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The Partners intend that the officers of the Partnership shall constitute a committee of the Partnership within the meaning of Section 17-307(b)(7) of the Act.

(i)          Authority of Officers. Subject to Section 3.1(h), any officer of the Partnership shall have the right, power and authority to transact business in the name of the Partnership or to act for or on behalf of or to bind the Partnership. With respect to all matters within the ordinary course of business of the Partnership, third parties dealing with the Partnership may rely conclusively upon any certificate of any officer to the effect that such officer is acting on behalf of the Partnership.

(j)         Removal, Resignation and Filling of Vacancy of Officers. The Board may remove any officer, for any reason or for no reason, at any time. Any officer may resign at any time by giving written notice to the Board, and such resignation shall take effect at the date of the receipt of such notice or any later time specified in that notice; provided that unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any such resignation shall be without prejudice to the rights, if any, of the Partnership or

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such officer under this Agreement or any other agreement to which such officer is a party. A vacancy in any office because of death, resignation, removal or otherwise shall be filled in the manner prescribed in this Agreement for regular appointments to such office.

(k)        Compensation of Officers. The officers shall be entitled to receive compensation from the Partnership as determined by the Board, including the approval of one Ascension Director Designee (for so long as the Partnership holds any Ascension Allocable Securities) and the approval of one TowerBrook Director Designee (for so long as the Partnership holds any TowerBrook Allocable Securities); provided that an officer who is an employee of any TowerBrook Entity or Ascension Entity shall not be entitled to compensation from the Partnership.

(l)         President. Under the direction of and, at all times, subject to the authority of the Board, the President shall have general supervision over the day-to-day business, operations and affairs of the Partnership, shall be the senior-most officer of the Partnership and shall perform such duties and exercise such powers as are incident to the office of president or chief executive officer of a corporation organized under Delaware General Corporation Law (“DGCL”). The President shall have such other powers and perform such other duties as may from time to time be prescribed by the Board.

(m)       Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Partnership, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and Units, and, in general, shall perform all the duties incident to the office of the chief financial officer or treasurer of a corporation organized under the DGCL. The Treasurer shall have the custody of the funds and securities of the Partnership, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Partnership. The Treasurer shall have such other powers and perform such other duties as may from time to time be prescribed by the Board, and/or the President.

(n)        Secretary. The Secretary shall: (i) use reasonable efforts to attend all meetings of the Limited Partners and the Board and keep the minutes of the meetings of the Limited Partners and the Board in one or more books provided for that purpose; (ii) cause all notices given by the Partnership to be duly given in accordance with the provisions of this Agreement and as required by law; (iii) be custodian of the partnership records; (iv) keep a register of the addresses of each Limited Partner which shall be furnished to the Secretary by such Limited Partner; (v) have general charge of the Limited Partners Schedule; and (vi) in general perform all duties incident to the office of the secretary of a corporation organized under the DGCL. The Secretary shall have such other powers and perform such other duties as may from time to time be prescribed by the Board and/or the President.

(o)        Other Officers. All other officers of the Partnership shall have such powers and perform such duties as may from time to time be prescribed by the Board and/or the President.

3.2       No Fiduciary Duties. Notwithstanding any provision of this Agreement or any duty otherwise existing at law or in equity, the Limited Partners agree that, to the fullest extent permitted by law, no Director or officer, in the performance of his or her duties as such, shall

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(i) owe to the Partnership, the Series or any Limited Partner or other Person any duty of loyalty and/or due care and/or any other fiduciary duty, actual or implied, or (ii) be liable to the Partnership, the Series or any Limited Partner or other Person for any breach of any duty of loyalty and/or due care and/or any other fiduciary duty, actual or implied.

3.3       Performance of Duties; Liability of Directors and Officers. In performing his or her duties, each of the Directors and the officers shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports, or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, Profits or Losses of the Partnership or any facts pertinent to the existence and amount of assets from which distributions to Limited Partners might properly be paid), of the following other Persons or groups: (a) one or more officers or employees of the Partnership or any of its Subsidiaries; (b) any attorney, independent accountant, or other Person employed or engaged by the Partnership or any of its Subsidiaries; or (c) any other Person who has been selected and monitored with reasonable care by or on behalf of the Partnership or any of its Subsidiaries, in each case, as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert competence. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in the Act or otherwise pursuant to applicable law. No individual who is a Director or an officer of the Partnership, or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Partnership or any of its Subsidiaries, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Director or an officer of the Partnership or any combination of the foregoing.

3.4       Indemnification. The Directors and officers of the Partnership and each officer, director, manager or member of the General Partner (collectively, with the Directors and officers of the Partnership and the General Partner, the “Protected Persons”) shall not be liable, responsible or accountable for damages or otherwise to the Partnership or any of its Subsidiaries, or to the Partners, and, to the fullest extent allowed by law, each Protected Person shall be indemnified and held harmless by the Partnership, including advancement of reasonable attorneys’ fees and other expenses from and against all claims, liabilities, and expenses arising out of the management of Partnership or any of its Subsidiaries’ affairs; provided that (a) such Protected Person’s course of conduct was pursued in good faith and believed by him or her to be in the best interests of the Partnership and was reasonably believed by him or her to be within the scope of authority conferred on such Protected Person pursuant to this Agreement and (b) such course of conduct did not constitute willful misconduct on the part of such Protected Person and otherwise was in accordance with the terms of this Agreement. The rights of indemnification provided in this Section 3.4 are intended to provide indemnification of the Protected Persons to the fullest extent permitted by the DGCL (as existing today or as may hereafter be amended, but in the case of any such amendment, only to the extent such amendment permits the Partnership to provide broader indemnification rights than said law permitted the Partnership to provide prior to such amendment), regarding a corporation’s indemnification of its directors and officers and will be in addition to any rights to which the Protected Persons may otherwise be entitled by contract or as a matter of law and shall extend to such Persons’ heirs, personal representatives and assigns. The absence of any express provision for indemnification herein shall not limit any right of indemnification existing independently of this Section 3.4. The right of each Protected Person to indemnification pursuant to this Section 3.4 may be conditioned upon the delivery by such

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Protected Person of a written undertaking to repay such amount if such individual is determined pursuant to this Section 3.4 or adjudicated to be ineligible for indemnification, which undertaking shall be an unlimited general obligation. Indemnification under this Section 3.4 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Section 3.4 shall be deemed contract rights, and no amendment, modification or repeal of this Section 3.4 shall have the effect of limiting or denying any such rights with respect to actions taken prior to any amendment, modification or repeal.

3.5       No Inconsistent Acts. Notwithstanding anything contained in this Agreement to the contrary, the Partnership (either directly or indirectly through a Subsidiary) may not engage in any act or activity that is inconsistent with Ascension Health’s mission statement or Catholic identity; provided that in no event shall any activity contemplated by the first sentence of Section 2.5(a) be prohibited or restricted by this Section 3.5.

ARTICLE IV

Limited Partners and General Partner

4.1       Voting Rights of Limited Partners. Except as otherwise provided in this Agreement, the management of the Partnership is vested solely in the Board. The Limited Partners, acting solely in their capacity as Limited Partners, shall have no power to participate in the management of the Partnership, except as expressly provided in this Agreement.

4.2       Registered Limited Partners. The Partnership and each Series shall be entitled to treat the owner of record of any Units as the owner in fact of such Unit for all purposes, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such Unit on the part of any other Person, whether or not it shall have express or other notice of such claim or interest, except as expressly provided by this Agreement, the Separate Series Agreement or the laws of the State of Delaware.

4.3       Limitation of Liability. No Partner (including any general partner) will be personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for any debt, obligation or liability of the Partnership or of any of its Subsidiaries or other Partners solely by reason of being a Partner, whether arising in contract, tort or otherwise. Except as may be expressly provided herein, notwithstanding any duty otherwise existing at law or in equity, to the fullest extent permitted by law, no Partner shall have the obligation to make any Capital Contributions to the Partnership or to any Series. Except as may be expressly provided herein, notwithstanding any duty otherwise existing at law or in equity, to the fullest extent permitted by law, no Partner shall have any duty of loyalty and/or due care and/or any other fiduciary duty, actual or implied, to another Partner with respect to the business and affairs of the Partnership, any of its Subsidiaries or the Series. No Partner will have any responsibility to restore any negative balance in his or her Capital Account or to contribute to or in respect of the liabilities or obligations of the Partnership, any of its Subsidiaries or the Series or return distributions made by the Partnership or the Series; provided that a Partner shall be required to return any distribution made to it in error or violation of the Act or other applicable law.

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4.4       Withdrawal or Resignation by a Limited Partner.

(a)        Subject to Section 4.4(b) below, so long as a Limited Partner continues to hold any Units, such Limited Partner shall not have the ability to withdraw or resign as a Limited Partner prior to the termination of the Series with which such Limited Partner is associated or the dissolution and winding-up of the Partnership and any such withdrawal, resignation, attempted withdrawal or attempted resignation by a Limited Partner prior to the termination of that Series or dissolution and winding-up of the Partnership shall be null and void. As soon as any Person who is a Limited Partner ceases to hold any Units, such Person shall cease to be a Limited Partner.

(b)        If a Series ceases to hold any Company Securities, the Board (composed in accordance with Section 3.1(c)) shall cause, at its sole discretion, either (i) the Limited Partners associated with such Series to withdraw from the applicable Series and the termination of such Series (and such Partners hereby agree to so withdraw) or (ii) the winding-down and liquidation of the Partnership. If the Board determines to wind down the Partnership in accordance with the preceding sentence, then, at the election of the Limited Partners associated with the Series that continued to hold Company Securities immediately prior to such winding-down and liquidation, the AS Partners and TowerBrook Partners shall take such actions as are reasonably required so that such Limited Partners (or their designated Affiliate) is named the “Investor” for purposes of the IRA.

(c)        No Limited Partner shall be entitled to withdraw any part of his, her or its Capital Contribution or Capital Account or to receive any distribution from the Partnership or any Series, except as expressly provided in this Agreement and the applicable Separate Series Agreement.

4.5       Authority. No Limited Partner, acting solely in the capacity of a Limited Partner, is an agent of the Partnership, nor does any Limited Partner, unless expressly and duly authorized in writing to do so by the Board, have any power or authority to bind or act on behalf of the Partnership in any way, to pledge its credit, to execute any instrument on its behalf or to render it liable for any purpose.

4.6       Outside Activities. A Limited Partner may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities which compete with the Partnership, and, notwithstanding any duty otherwise existing at law or in equity, no Partner shall have any duty or obligation to bring any “corporate opportunity” to the Partnership. Neither the Partnership nor any other Partner shall have any rights by virtue of this Agreement in any business interests or activities of any Partner.

4.7       General Partner; Transfer of General Partnership Interest. In no event will the Partnership have more than one “general partner” (as that term is used in the Act). The General Partner has no right or obligation to make Capital Contributions, has no right to receive, and will not receive, any distributions under this Agreement (or otherwise from the Partnership or the Series) and has no right to receive, and will not receive, any allocation of Profits, Losses, or other items of income, gain, loss, deduction or credits of the Partnership under this Agreement (or otherwise from the Partnership or the Series). Except as required by applicable law, the General Partner agrees not to resign or withdraw from the Partnership. The General Partner may only Transfer or assign the General Partnership Interest if approved in writing by the TowerBrook

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Partners (so long as the Partnership holds any TowerBrook Allocable Securities) and the AS Partners (so long as the Partnership holds any Ascension Allocable Securities). Any attempted Transfer of the General Partnership Interest in violation of the preceding sentence shall be deemed null and void for all purposes. Subject in all events to the restrictions on any Transfer of the General Partnership Interest otherwise contained in this Section 4.7, no Transfer of the General Partnership Interest otherwise permitted by this Section 4.7 may be completed until the prospective transferee is admitted as the general partner of the Partnership by executing and delivering to the Partnership a written undertaking to be bound by the terms and conditions of this Agreement as the general partner in such form as shall be reasonably acceptable to the Board, in which case the transferor (A) shall then cease to be the General Partner, and (B) shall then cease to possess or have the power to exercise any rights or powers of the General Partner of the Partnership.

ARTICLE V

Units; Limited Partnership Interests

5.1       Units Generally; Schedule of Capital Contributions and Limited Partners Schedule. The Limited Partnership Interests of the Limited Partners shall be represented by issued and outstanding Units of the Series with which each Limited Partner is associated, which may be divided into one or more types, classes or series, with each type, class or series having the rights and privileges set forth in this Agreement and the applicable Separate Series Agreement. Each Series shall maintain a schedule of all Limited Partners from time to time, the Capital Contributions made by them to the applicable Series and the number of Units of the applicable Series held by them. The Partnership will maintain a master schedule of all Limited Partners of all Series, a copy of which as of the Effective Date is attached hereto as Schedule B (as the same may be amended, modified or supplemented from time to time, the “Limited Partners Schedule”). Ownership of a Unit (or fraction thereof) shall not entitle a Limited Partner to call for a partition or division of any property of the Partnership or the Series or for any accounting.

5.2       Authorization of Units. The Partnership is hereby authorized to issue Common Units with respect to Series AS and Series TB, of which 45 with respect to Series AS and 55 with respect to Series TB are issued and outstanding as of the Effective Date, as set forth on the Limited Partners Schedule as in effect on the Effective Date.

5.3       Issuance of Units. Subject to Section 5.4, the Partnership may issue one or more additional classes of Units with respect to a particular Series in connection with additional Capital Contributions. The Board shall determine the terms and conditions applicable to the new class of Units; provided that all distributions made to the Limited Partners in respect of such new class of Units shall consist solely of proceeds received with respect to the applicable additional Capital Contributions. The Board shall be permitted to amend the Separate Series Agreement for that Series and this Agreement (including this Article V) to reflect the issuance of new Units without the consent of any other Person.

5.4       New Limited Partners. The names and addresses of the Limited Partners associated with a Series shall be set forth on Schedule A to the Separate Series Agreement of that Series and also recorded on the Limited Partners Schedule. The Board shall have the right to admit additional Limited Partners only (x) in connection with a Permitted Transfer or (y) with

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the prior written consent of both the AS Partners and the TowerBrook Partners. A Person shall be admitted as a Limited Partner associated with a Series at the time that Person (i) executes and delivers to the Partnership a written undertaking to be bound by the terms and conditions of this Agreement and the applicable Separate Series Agreement in the form of the Joinder attached as Exhibit C hereto, (ii) is listed by the Partnership as a Limited Partner associated with the Series on Schedules A and B to the applicable Separate Series Agreement and the Limited Partners Schedule, (iv) other than in connection with a Permitted Transfer, makes a Capital Contribution to the applicable Series in an amount determined by the Board in its sole discretion and (v) other than in connection with a Permitted Transfer, satisfies all other conditions to their admission as a Limited Partner. Schedules A and B of each Separate Series Agreement and the Limited Partners Schedule shall be updated from time to time as is necessary and appropriate to, among other things, reflect the admission of additional Limited Partners associated with that Series.

5.5       No Pre-Emptive Rights. The Limited Partners shall not have any pre-emptive right with respect to the issuance of Units.

ARTICLE VI

Company Securities and Company Board

6.1       Designees to Accretive Board. Any individual that the Partnership has the right to nominate for election as a director of the Accretive Board (such nominees, the “Company Board Designees”) pursuant to the provisions of the IRA shall be designated in accordance with this Section 6.1.

(a)        For so long as (x) the Partnership has the right to nominate four (4) or more Company Board Designees pursuant to the IRA and (y) the TowerBrook Ownership Threshold is met:

(i)          The AS Partners shall be entitled to designate one (1) Company Board Designee chosen in their sole discretion and one (1) Company Board Designee who shall be reasonably acceptable to the TowerBrook Partners and “independent” as defined in the listing standards of the exchange (if any) on which the Company Common Shares are then listed or traded unless otherwise agreed by the TowerBrook Partners (the “Ascension Company Board Designees”).

(ii)         The TowerBrook Partners shall be entitled to appoint two (2) Company Board Designees chosen in their sole discretion and, solely to the extent the Partnership has the right to nominate more than four (4) Company Board Designees pursuant to the IRA, one (1) (or such other number that is required to fill the maximum number of Company Board Designees) Company Board Designee who shall be reasonably acceptable to the AS Partners, provided that one (1) of the Company Board Designees required to be reasonably acceptable to the AS Partners (or, if the Partnership does not have the right to nominate more than four (4) pursuant to the IRA, one (1) of the Company Board Designees chosen by the TowerBrook Partners in their sole discretion) shall also be “independent” as defined in the listing standards of the exchange (if any) on which the Company Common Shares are then listed or traded unless otherwise agreed by the AS Partners (the “TowerBrook Company Board Designees”).

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(b)        When the TowerBrook Ownership Threshold is not met, the AS Partners and the TowerBrook Partners shall each have the right to appoint a number of Company Board Designees approximately proportional to the number of Company Securities held by Series AS and Series TB, respectively; provided that:

(i)          If (x) the Partnership has the right to nominate only two (2) Company Board Designees and (y) each of Series AS and Series TB continues to own any Company Securities, then the AS Partners and the TowerBrook Partners shall each have the right to nominate one (1) Company Board Designee, and

(ii)         If (x) the Partnership has the right to nominate only one (1) Company Board Designee and (y) each of Series AS and Series TB continues to own any Company Securities, then the Limited Partners associated with the Series that owns the greater number of Company Securities shall have the right to appoint such Company Board Designee.

6.2       Rights Attached to Company Securities.

(a)        Voting of Company Securities.

(i)          When the TowerBrook Ownership Threshold is met, subject to Section 14.6, the Board shall have the exclusive right to determine how the Partnership shall exercise any voting or other rights attached to Company Securities collectively held by Series AS and Series TB; provided, however, that, prior to the second anniversary of the Closing Date, the Board shall not have the right to exercise the voting rights attached to the Ascension Allocable Securities in favor of a Change of Control Transaction without the prior written consent of the AS Partners and any such voting rights shall be exercised in such Change of Control Transaction as directed by the AS Partners.

(ii)         When the TowerBrook Ownership Threshold is not met, (A) the TowerBrook Partners shall have the exclusive right to exercise any voting rights attached to the TowerBrook Allocable Securities (including in connection with any Change of Control Transaction) and (B) the AS Partners shall have the exclusive right to exercise any voting rights attached to the Ascension Allocable Securities (including in connection with any Change of Control Transaction).

(b)        Conversion of Preferred Shares.

(i)          Subject to the provisions of Section 6.2(b)(iii), the TowerBrook Partners shall have the exclusive right to cause Series TB to convert any or all TowerBrook Allocable Preferred Shares into Company Common Shares.

(ii)         Subject to the provisions of Section 6.2(b)(iii), the AS Partners shall have the exclusive right to cause Series AS to convert any or all Ascension Allocable Preferred Shares into Company Common Shares; but only, for so long as Series TB continues to hold any TowerBrook Allocable Securities, to the extent that such conversion shall not result in the Partnership ceasing to satisfy the Ownership Threshold (as such term is defined in the IRA).

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(iii)        Notwithstanding anything to the contrary in Section 6.2(b)(i) and Section 6.2(b)(ii), the Board shall have the right to cause the Partnership to convert all, but not part, of the Preferred Shares held collectively by Series TB and Series AS at the time of such conversion; provided, however, that no TowerBrook Allocable Preferred Shares shall be converted without the prior written consent of the TowerBrook Partners (for the avoidance of doubt, whether or not the TowerBrook Ownership Threshold is met).

(c)        Redemption of Preferred Shares. If, pursuant to any mandatory or optional redemption right set forth in the IRA, Accretive is required or elects to redeem part, but not all, of the Preferred Shares, such redemption shall apply to TowerBrook Allocable Preferred Shares and Ascension Allocable Preferred Shares proportionally to the aggregate number of Preferred Shares then held collectively by Series TB and Series AS and any redemption proceeds shall be allocated to Series TB and Series AS accordingly.

(d)        Exercise of the Warrants.

(i)          Subject to the provisions of Section 6.2(d)(iii), the TowerBrook Partners shall have the exclusive right to cause Series TB to exercise any or all TowerBrook Allocable Warrants to purchase Company Common Shares; provided that the TowerBrook Partners shall be required at the same time to make a Capital Contribution to Series TB equal to the exercise price of such TowerBrook Allocable Warrants unless, at the direction of the TowerBrook Partners, a cashless exercise feature shall be used.

(ii)         Subject to the provisions of Section 6.2(d)(iii), the AS Partners shall have the exclusive right to cause Series AS to exercise any or all Ascension Allocable Warrants to purchase Company Common Shares; provided that the AS Partners shall be required at the same time to make a Capital Contribution to Series AS equal to the exercise price of such Ascension Allocable Warrants unless, at the direction of the AS Partners, a cashless exercise feature shall be used.

(iii)        Notwithstanding anything to the contrary in Sections 6.2(d)(i) and 6.2(d)(ii), the Board shall have the right to cause the Partnership to exercise all, but not part, of the Warrant held by the Partnership; provided, however, that the Warrant shall not be exercised unless (A) the prior written consent of Series TB is obtained (for the avoidance of doubt, whether or not the TowerBrook Ownership Threshold is met) and (B) either (x) a cashless exercise feature is available and, at the time of exercise, the Warrant is in-the-money or (y) the consent of Series AS is obtained. If the Partnership exercises the entire Warrant without the prior written consent of Series AS, the cashless exercise feature must be used to exercise the entire Warrant unless Series TB or Series AS provides the Partnership with notice to the contrary pursuant to the last sentence of this subsection (iii). The Board shall notify in writing the Limited Partners of its decision to exercise the entire Warrant at least ten (10) Business Days prior to such exercise, and the cashless exercise feature shall be utilized for such exercise unless an instruction to pay the exercise price in cash is supplied by the applicable Limited Partners to the Board at least two (2) Business Days prior to such exercise, and such instruction will apply only to the portion of the Warrant allocable to such Limited Partners’ Series.

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6.3       Restrictions on Transfer of Company Securities.

(a)        Notwithstanding anything to the contrary in this Section 6.3, the Partnership shall not Transfer all or any Company Securities other than at such times, to such Transferees and on such terms that would not violate the IRA, without the prior written consent of the Limited Partners. Accordingly, it is agreed that prior to the first anniversary of the Closing Date, the Partnership shall not Transfer all or any of the Company Securities without the prior written consent of both the AS Partners and the TowerBrook Partners; except that the Partnership shall be allowed to Transfer Company Securities pursuant to Sections 4.5(i) and 4.5(iii) of the IRA and Section 6.3(e) of this Agreement.

(b)        Subject to Section 6.3(a), Section 6.4 and Section 6.6, the TowerBrook Partners shall have the exclusive right to cause the Partnership to Transfer any TowerBrook Allocable Security; provided, however, that, when the TowerBrook Ownership Threshold is not met, the Board may cause the Partnership to Transfer Company Securities, including TowerBrook Allocable Securities, in a Change of Control Transaction and only in the same percentage applied to each of Series AS and Series TB. If the TowerBrook Partners cause the Partnership to Transfer any TowerBrook Allocable Securities pursuant to Section 4.5(i) of the IRA, the transfer restrictions set forth in this Article VI shall continue to apply to such TowerBrook Allocable Securities, including the rights of the AS Partners with respect to such securities pursuant to Sections 6.4 and 6.6 and the transferee must sign an agreement with the Partnership to that effect.

(c)        As long as Series TB owns any TowerBrook Allocable Securities, the AS Partners shall not have the right to cause the Partnership to Transfer any Ascension Allocable Securities, other than (i) in accordance with Section 6.6, (ii) a Permitted Transfer or (iii) to the extent that (A) Series TB previously Transferred Company Securities in accordance with Section 6.6(a) and (B) the AS Partners elected not to participate in the Transfer, in which case the AS Partners may cause Series AS to Transfer the same number and class of Transferred Securities as it would have been authorized to Transfer if it had elected to participate in the Transfer in accordance with Section 6.6(b); provided, that, notwithstanding anything to the contrary, the AS Partners may not cause Series AS to Transfer any Company Securities pursuant to (iii) above to the extent that such Transfer would result in the Partnership ceasing to satisfy the Ownership Threshold. For the avoidance of doubt, nothing in this Section 6.3 shall prevent the AS Partners from causing the Partnership or Series AS to Transfer any Ascension Allocable Securities when required pursuant to the Drag-Along Right or required by any other provision of this Agreement.

(d)        The TowerBrook Partners shall have the right to cause the Partnership to Transfer Ascension Allocable Securities pursuant to the Drag-Along Right in accordance with Section 6.5.

(e)        Subject to Section 6.4, the TowerBrook Partners shall have the right to cause the Partnership to Transfer Company Securities, including Ascension Allocable Securities, to Customers or Strategic Investors; provided that, (i) without the prior written consent of the AS Partners, the aggregate Company Securities Transferred pursuant to this Section 6.3(e) shall not exceed 20% of the Company Securities held by the Partnership as of the Closing Date; (ii) such Transfer shall be allocated, in respect of each class of Company Securities to be Transferred, pro rata to the number of TowerBrook Allocable Securities and Ascension Allocable Securities of

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such class then held by the Partnership; and (iii) each class of Company Securities will be sold at the same cash price and on the same terms.

6.4       Right of First Offer.

(a)        If the TowerBrook Partners wish to (i) cause the Partnership to Transfer all or any portion of the TowerBrook Allocable Securities to any Person and such Transfer would result in the Partnership ceasing to satisfy the Ownership Threshold (as defined in the IRA), (ii) enter into or vote in favor of a Change of Control Transaction or (iii) exercise the Drag-Along Right in accordance with Section 6.5, then the TowerBrook Partners shall first cause the Partnership to offer to the AS Partners to have Series AS acquire the TowerBrook Allocable Securities proposed to be so Transferred, voted or included in a Drag-Along Transfer (the “ROFO Securities”) by sending written notice indicating the number and a description of the ROFO Securities, the proposed consideration and, to the extent known, other material terms and conditions of the proposed Transfer (the “ROFO Offering Notice”), and including the TowerBrook Partners’ good faith valuation, at the time the ROFO Offering Notice is given, of the cash equivalent of the consideration available in the Change of Control Transaction (the “ROFO Price”).

(b)        For a period of fifteen (15) Business Days following receipt of the ROFO Offering Notice or any applicable shorter period if otherwise a right would be impaired such as to tender, elect or vote, but in no case shall such period be shorter than five (5) Business Days (the “ROFO Period”), the AS Partners shall have the right, but not the obligation (the “AS Partners’ ROFO”) to cause Series AS to make an irrevocable offer to purchase all (but not less than all) of the ROFO Securities at the ROFO Price. The AS Partners’ ROFO shall be exercised by delivering written notice (the “ROFO Exercise Notice”) to the TowerBrook Partners and the Partnership prior to the termination of the ROFO Period. The ROFO Exercise Notice shall be an irrevocable and binding commitment by the AS Partners to make a Capital Contribution to Series AS in immediately available funds in the amount of the aggregate purchase price of the ROFO Securities as set forth in the ROFO Offering Notice within fifteen (15) Business Days. Upon receipt of the AS Partners’ Capital Contribution, the Partnership shall cause Series AS to purchase, and Series TB to Transfer, the ROFO Securities on the terms and conditions set forth in the ROFO Offering Notice (which shall then become Ascension Allocable Securities for purposes of this Agreement).

(c)        The failure to provide the ROFO Exercise Notice prior to the termination of the ROFO Period shall be deemed a waiver of the AS Partners’ ROFO. If the AS Partners do not timely exercise the AS Partners’ ROFO within the ROFO Period, then within the thirty (30)-day period thereafter, or, if the ROFO Offering Notice was delivered in connection with a process for a Change of Control Transaction, then for such longer period as it takes for such process to be completed (but in no event to exceed 120 days thereafter), the TowerBrook Partners shall have the right to cause the Partnership to Transfer the ROFO Securities at a consideration (i) if in cash, in an amount equal to or greater than the ROFO Price or (ii) if not in cash, in an amount believed in good faith to be equal to or greater than the ROFO Price, and, in all cases, at the consideration available in the Change of Control Transaction.

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6.5       Drag-Along Rights

(a)        From and after the second anniversary of the Closing Date, if the TowerBrook Partners desire for the Partnership to sell Company Securities in, or otherwise consent to, vote in favor of or seek to effect a Change of Control Transaction, the TowerBrook Partners shall, subject to first complying with Section 6.4, have the right (the “Drag-Along Right”) to compel and cause the Partnership to complete such Transfer (a “Drag-Along Transfer”); provided that any such Drag-Along Transfer shall apply to the Ascension Allocable Securities and TowerBrook Allocable Securities pro rata to the number of Company Securities then held by each Series; provided, further, that:

(i)          any representations and warranties, if any, to be made by a Limited Partner in connection with the proposed Drag-Along Transfer are limited to representations and warranties related to authority, ownership, no conflicts, enforceability and the ability to convey title of the Company Securities;

(ii)         no Limited Partner shall be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the proposed Drag-Along Transfer, other than the Partnership (except to the extent that funds may be withheld from a holdback or paid out of an escrow established to cover breaches of representations, warranties and covenants of the Partnership as well as breaches by any Limited Partner of any of identical representations, warranties and covenants provided by all Limited Partners);

(iii)        the liability for indemnification, if any, of any Limited Partner in the proposed Drag-Along Transfer and for the inaccuracy of any representations and warranties made by the Partnership in connection with such Drag-Along Transfer, is several and not joint with any other Person (except to the extent that funds may be withheld for a holdback or paid out of an escrow established to cover breaches of representations, warranties and covenants of the Partnership as well as breaches by any Limited Partner of any of identical representations, warranties and covenants provided by all Limited Partners), and is proportionate to each Limited Partner’s entitlement to the amount of aggregate consideration to be received in such proposed Drag-Along Transfer, determined in accordance with Section 8.1(a);

(iv)        the liability of any Limited Partner shall be limited to such Limited Partner’s applicable share (determined based on the proportion of each Limited Partner’s entitlement to the amount of aggregate consideration to be received in such proposed Drag-Along Transfer, determined in accordance with Section 8.1(a)) of a negotiated aggregate indemnification amount that applies to all Limited Partners and in no event exceeds the amount of aggregate consideration otherwise allocable to such Limited Partner in connection with such proposed Drag-Along Transfer, except that (i) liability with respect to breach of representations and warranties in (i) above shall be limited to the entire amount of aggregate consideration to be received in such proposed Drag-Along Transfer and (ii) liability with respect to claims related to fraud shall not be limited;

(v)         upon the consummation of the proposed Drag-Along Transfer, (A) each Series that is a holder of any class or series of Company Securities will receive the same form and amount of consideration for their Company Securities of such class or

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series as is received by other Series in respect of such same class or series of Company Securities and (B) the aggregate consideration receivable, including any amounts that may be withheld for a holdback or paid out of an escrow, by each Limited Partner shall not be less than the amount that would be distributed to such Limited Partner in the event the proceeds of the proposed Drag-Along Transfer were allocated among the Limited Partners in accordance with Section 8.1(a); and

(vi)        subject to clause (v) above, if the Partnership is given an option as to the form and amount of consideration to be received as a result of the proposed Drag-Along Transfer, all Limited Partners will be given the same option with respect to the Company Securities held by the Series with which they are associated.

(b)        In the event that the Drag-Along Transfer is structured as a merger, consolidation or similar business combination, the Partnership shall exercise any voting rights attached to Company Securities in favor of the Drag-Along Transfer, except as provided in the proviso of Section 6.2(a).

(c)        Upon exercise by the TowerBrook Partners of their Drag-Along Right, the Partnership and the Limited Partners associated with each Series shall take all necessary action necessary or desirable to enable the Partnership to consummate such Drag-Along Transfer expeditiously, including executing and delivering any documents reasonably requested by the TowerBrook Partners or Accretive, waiving any dissenters’ rights, appraisal rights or other similar rights in connection with such Drag-Along Transfer and giving any customary and reasonable representations and warranties.

(d)        Upon consummation of the Drag-Along Transfer, the Partnership shall cause Series AS and Series TB to (i) Transfer a number of Ascension Allocable Securities and TowerBrook Allocable Securities proportional to the number of Company Securities then collectively held by Series AS and Series TB and (ii) promptly distribute the proceeds of the Drag-Along Transfer to their respective Limited Partners.

(e)        Each Series shall bear the reasonable documented out-of-pocket costs and expenses incurred in connection with any Drag-Along Transfer pro rata to the Current Investment Percentage of the Limited Partners associated therewith upon such Drag-Along Transfer.

6.6       Tag-Along Rights

(a)        At least ten (10) Business Days prior to a proposed Transfer by Series TB of any TowerBrook Allocable Security or, alternatively at the sole discretion of the TowerBrook Partners, within five (5) Business Days following the Transfer by Series TB of any TowerBrook Allocable Security, in either case, other than (i) a Permitted Transfer, (ii) a Transfer to a Customer or Strategic Investor in accordance with Section 6.4(e), or (iii) a Transfer pursuant to the exercise of the Drag-Along Right in accordance with Section 6.5, the TowerBrook Partners shall deliver a written notice (the “Sale Notice”) to the AS Partners (with a copy of such notice to the Board), specifying in reasonable detail (A) if the Sale Notice is given prior to a proposed Transfer, the identity of the prospective Transferee(s) (if known), the number and a description of Company Securities proposed to be Transferred (the “Transferred Securities”), the price (or

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minimum price) at which the Transferred Securities are proposed to be Transferred and, to the extent known, any other material terms and conditions of such contemplated Transfer, or (B) if the Sale Notice is given following a Transfer, the identity of the Transferee and all other terms and conditions of the Transfer, including a copy of the relevant transaction agreements. If the AS Partners elect to participate in the contemplated Transfer or to be deemed to have participated in the completed Transfer, as the case may be, then the AS Partners shall deliver written notice of such election to the TowerBrook Partners and the Partnership within ten (10) Business Days following receipt of the Sale Notice (a “Sale Participation Notice”). If the Sale Notice is delivered prior to the consummation of the contemplated Transfer, upon giving a Sale Participation Notice, the AS Partners shall be entitled to cause Series AS to sell, at the same price and on the same terms as indicated in the Sale Notice, a number of Transferred Securities equal to the product of (x) the Current Investment Percentage of Series AS and (y) the number of Transferred Securities proposed to be Transferred. The AS Partners shall take all reasonably necessary and desirable actions as directed by the TowerBrook Partner in connection with the consummation of such Transfer, including executing the applicable purchase agreement. If the Sale Notice is delivered after the consummation of the Transfer, upon receipt of a Sale Participation Notice, the Partnership shall make appropriate distributions and adjustments so as to reflect that the Transfer was executed as if (x) the AS Partners had participated therein at the time thereof and (y) the applicable number of Ascension Allocable Securities had been Transferred pursuant thereto.

(b)        If (x) the Transfer has not already occurred and (y) the AS Partners elect not to participate in the contemplated or completed Transfer, as applicable, or do not timely deliver a Sale Participation Notice, then within the thirty (30)-day period after the expiration of the AS Partners’ right to deliver a Sale Participation Notice, the TowerBrook Partners shall have the right to cause the Transfer to be completed for the account solely of the Series TB and if the Transfer is not completed during such period, such TowerBrook Allocable Securities may not be Transferred without again complying with the terms set forth in this Section 6.6. If (x) the Transfer has already occurred and (y) the AS Partners elect not to participate in the contemplated or completed Transfer, as applicable, or do not timely deliver a Sale Participation Notice, then the Transfer shall be completed for the account solely of Series TB.

ARTICLE VII

Capital Contributions; Capital Accounts

7.1       Capital Contributions.

(a)        Initial Capital Contributions. Subject to and in accordance with the terms of the SPA, the ECL and the LG, immediately prior to the anticipated Closing Date as reasonably determined by the Board, each Limited Partner shall make a Capital Contribution (the “Initial Capital Contribution”) to the Series to which it is associated in the amount set forth opposite such Limited Partner’s name on Schedule C to this Agreement (the “Original Investment Schedule”) and, in consideration thereof, the Partnership shall issue to each Limited Partner the number of Common Units in the applicable Series as set forth opposite such Limited Partners’ name on the Original Investment Schedule. The Original Investment Schedule shall indicate each Limited Partner’s “pro rata” portion of the aggregate Initial Capital Contribution (a Limited Partner’s “Initial Investment Percentage”). In the event that the Purchase is not consummated within ten (10) Business Days of the funding of the Initial Capital Contributions, such amounts

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shall be returned to the Limited Partners who made such Initial Capital Contributions, together with the interest thereon (net of any applicable withholding taxes); provided, however, that any such return shall not relieve the Limited Partners of their obligations under this Section 7.1 or the ECL (including its obligation to fund the Initial Capital Contribution) subject to the termination provisions set forth in the ECL.

(b)        Additional Capital Contributions. The Limited Partners agree that, for so long as Series TB continues to hold any TowerBrook Allocable Security, the Partnership and the Series shall be the sole investment vehicle through which the Limited Partners and their respective Affiliates acquire any Company Security. Accordingly, the Limited Partners hereby agree that they shall consult with one another and offer one another the opportunity to share, based on their respective Initial Investment Percentage, in any new acquisition of interests in Company Securities before acquiring any Company Securities. In furtherance of the preceding sentence and subject to the provisions of this Section 7.1(b), the Limited Partners shall have the right to make additional Capital Contributions in immediately available funds to their respective Series and to cause their respective Series to acquire additional Company Securities with such funds, without the need to obtain any approval.

(c)        Mandatory Capital Contributions. The Board may, when required, make mandatory capital calls to fund out-of-pocket expenses of the Partnership and any Series (a “Mandatory Capital Call”). The Board shall notify each Limited Partner in writing of the Mandatory Capital Call and provide a reasonable description of the need thereof. Each Limited Partner shall then make to its respective Series a Capital Contribution in immediately available funds equal to its Initial Investment Percentage of the Mandatory Capital Call amount, unless such Mandatory Capital Call is made at any time when the TowerBrook Ownership Threshold is not satisfied, in which case, the Mandatory Capital Call shall be made to each Limited Partner pro rata to its Current Investment Percentage.

7.2       Capital Accounts. The Partnership shall maintain for each Limited Partner of each Series a separate Capital Account in accordance with each Series Separate Agreement.

7.3       Loans from Partners. Loans by Partners to the Partnership shall not be considered Capital Contributions.

7.4       Status of Capital Contributions. No Limited Partner shall receive any interest, salary or drawing with respect to its Capital Contributions or its Capital Account, except as otherwise specifically provided in this Agreement. Except as otherwise provided herein, no Limited Partner shall be required to lend any funds to the Partnership or to make any additional Capital Contributions to the Partnership.

ARTICLE VIII

Distributions

8.1       Generally.

(a)        Distributions of available cash shall be made by the Board at such times as provided in this Section 8.1(a) and in the following order of priority:

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(i)          First, the Partnership shall reimburse, as promptly as reasonably practicable, any Limited Partner that has incurred out-of-pocket expenses on behalf of the Partnership (other than in connection with a Transfer of Company Securities), to the extent borne in excess of its Current Investment Percentage.

(ii)         Second, the Board shall have the authority to establish and maintain reasonable reserves for expenses of the Partnership, but only with respect to both Series AS and Series TB in cash pro rata to the then Current Investment Percentages of the AS Partners and TowerBrook Partners.

(iii)        Third, with respect to any applicable Series, the Board shall distribute, as promptly as reasonably practicable, the net cash proceeds received with respect to Company Securities allocable to such Series; provided, that in determining the amount of net cash proceeds, the Board shall allocate in good faith out-of-pocket expenses incurred in connection with the Transfer.

(b)        Notwithstanding anything to the contrary in this Agreement and the Separate Series Agreement, whenever the Partnership is to pay any sum to any Limited Partner, any amounts such Limited Partner owes the Partnership, as determined by the Board in good faith, may be deducted from such sum before payment, to the extent permitted by applicable law.

(c)        Notwithstanding any provision to the contrary in this Agreement and the Separate Series Agreements, (x) the Partnership shall not make any distribution to Limited Partners if such distribution would violate the Act or other applicable law and (y) in no event shall the General Partner be entitled to receive any distributions from the Partnership.

8.2       Tax Advances. Subject to the restrictions of any of the Partnership’s and/or its Subsidiaries’ then applicable debt financing agreements and subject to the retention of any other amounts necessary to satisfy the Partnership’s and/or its Subsidiaries’ obligations as determined in good faith by the Board (the “Applicable Restrictions”), at least five (5) days before each date prescribed by the Code for a calendar year corporation to pay quarterly installments of estimated tax, the Partnership shall distribute to each Limited Partner cash in proportion to and to the extent of such Limited Partner’s Quarterly Estimated Tax Amount for the applicable calendar quarter. If, at any time after the final Quarterly Estimated Tax Amount has been distributed pursuant to the previous sentence with respect to any Fiscal Year, the aggregate Tax Advances to any Limited Partner with respect to such Fiscal Year are less than such Limited Partner’s Tax Amount for such Fiscal Year (a “Shortfall Amount”), the Partnership shall (subject to the Applicable Restrictions) distribute cash to the Limited Partners in proportion to and to the extent of each Limited Partner’s Shortfall Amount for such Fiscal Year before the seventy-fifth (75th) day of the next succeeding Fiscal Year (provided that if the Partnership has made distributions other than pursuant to this Section 8.2, the Board may apply such distributions to reduce any Shortfall Amount). If the aggregate distributions made to any Limited Partner pursuant to this Section 8.2 for any Fiscal Year exceed such Limited Partner’s Tax Amount for such Fiscal Year (an “Excess Amount”) such Excess Amount shall reduce subsequent distributions that would be made to such Limited Partner pursuant to this Section 8.2, except to the extent the distributions giving rise to such Excess Amount have been credited against an amount otherwise distributable pursuant to Section 8.1. The amount distributable to any Limited Partner pursuant to Section 8.1 or

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Section 11.2 shall be reduced by the amount distributed to such Limited Partner pursuant to this Section 8.2 (to the extent not previously taken into account as a reduction pursuant to this sentence) and the amount distributed under this Section 8.2 shall be deemed to have been distributed pursuant to Section 8.1 at the time such amount is taken into account as a reduction in distributions otherwise payable under Section 8.1 or Section 11.2 for purposes of making the calculations required by Section 8.1. No Limited Partner shall be liable to the Partnership for any amount distributed to it pursuant to this Section 8.2 or for any interest on such amount.

8.3       Withholding Taxes. If the Partnership is required by law to make any payment on behalf of a Limited Partner in his, her or its capacity as such (including in respect of withholding taxes, personal property taxes, and unincorporated business taxes, etc.), then the Partnership will reduce current or subsequent distributions which would otherwise be made to such Limited Partner until the Partnership has recovered the amount paid on behalf of such Limited Partner (and the amount of such reduction will be deemed to have been distributed for all purposes of this Agreement, but such deemed distribution will not further reduce the Limited Partner’s Capital Account).

ARTICLE IX

Allocations

9.1       Allocations of Profits and Losses. The profits and losses of any Series shall be allocated among the Limited Partners associated with that Series in accordance with the Separate Series Agreement of such Series.

ARTICLE X

Elections and Reports

10.1     Generally. The Partnership will keep appropriate books and records with respect to the Partnership’s business, including all books and records necessary to provide any information, lists and copies of documents required to be provided pursuant to Section 13.1.

10.2     Tax Status. The Partners intend (i) each Series shall be a separate entity for U.S. federal income tax purposes, (ii) a Series with a single owner shall be treated as an entity disregarded as separate from its owner for U.S. federal tax purposes and (iii) a Series with multiple owners shall be treated as a partnership for U.S. federal income tax purposes.

10.3     Waiver of Section 17-305 of the Act. Each Partner hereby irrevocably waives, to the fullest extent permitted by law, any and all rights that such Partner may have to receive information from the Partnership or the General Partner pursuant to Section 17-305 of the Act.

ARTICLE XI

Dissolution and Liquidation

11.1     Dissolution. The Partnership shall be dissolved and its affairs wound up only upon the happening of any of the following events:

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(a)        Upon the election to dissolve the Partnership by action of the Board; or

(b)        The entry of a decree of judicial dissolution under Section 17-802 of the Act; provided that, notwithstanding anything contained herein to the contrary, to the fullest extent permitted by law, no Partner shall make an application for the dissolution of the Partnership pursuant to Section 17-802 of the Act without the unanimous written approval of the Partners.

(c)        Any other event causing dissolution of the Partnership under the Act, unless the Partnership is continued in accordance with the Act.

Dissolution of the Partnership shall be effective on the day on which the event giving rise to the dissolution occurs, but the Partnership shall not terminate until the winding-up of the Partnership has been completed, the assets of the Partnership have been distributed as provided in Section 11.2 and the Certificate of Limited Partnership and the Statement of Series LLLP Qualification shall have been canceled. The expulsion, bankruptcy or dissolution of a Limited Partner, or the occurrence of any other event that terminates the continued membership of a Limited Partner in the Partnership, shall not, in and of itself, cause a dissolution of the Partnership, and the Partnership shall continue without dissolution subject to the terms and conditions of this Agreement.

(d)        A Series shall be terminated upon any of the following events:

(i)          the written consent of the TowerBrook Partners (to the extent Series TB holds Company Securities at such time) and the AS Partners (to the extent Series AS holds Company Securities at such time) to such effect;

(ii)         the dissolution of the Partnership;

(iii)        in accordance with Section 4.4(b);

(iv)        the occurrence of an event of termination as provided in the Separate Series Agreement of the Series; or

(v)         any other event causing termination of a Series under the Act, unless the Series is continued in accordance with the Act.

(e)        The termination and winding-up of a Series shall not, in and of itself, cause a dissolution of the Partnership or the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of the Series or any other Series provided by this Agreement, the Separate Series Agreements, the Certificate of Limited Partnership, the Statement of Series LLLP Qualification and the Act.

(f)         Upon the termination of a Series, the Series’ affairs shall be promptly wound up, taking into account any termination provisions set forth in the Separate Series Agreement for that Series. The Series shall engage in no further business except as may be necessary, in the reasonable discretion of the Board, to preserve the value of the Series’ assets during the period of termination and liquidation.

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(g)        Except as otherwise provided by applicable law, upon termination of a Series, each Limited Partner associated with that Series shall look solely to the assets of that Series for the return of its Capital Contributions made to that Series, and if the assets of the Series remaining after satisfaction (whether by payment or reasonable provision for payment) of the debts, liabilities, obligations and expenses of the Series are insufficient to return such Capital Contributions, the Limited Partners shall have no recourse against any other Series, the Partnership, the Board or any other Limited Partner, except as otherwise provided by law.

(h)        Notwithstanding any other provision of this Agreement, the bankruptcy of a Limited Partner shall not cause such Limited Partner to cease to be a Limited Partner of or associated with a Series and despite the occurrence of such an event, Accretive and such Series shall continue without dissolution.

(i)          Notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, each Limited Partner waives any right it might have under the Act or otherwise to (i) agree in writing to dissolve the Partnership or terminate any Series upon such Limited Partner’s bankruptcy, or upon the occurrence of an event that causes such Limited Partner to cease to be a Limited Partner of the Partnership or associated with any Series, and (ii) apply for judicial dissolution of the Partnership or the judicial termination of any Series.

11.2     Liquidation.

(a)        Liquidator. Upon dissolution of the Partnership or termination of a Series, the Board will appoint a person to act as liquidating trustee (the “Liquidator”) and such person shall act as the Liquidator unless and until a successor Liquidator is appointed as provided in this Section 11.2. The Liquidator will agree not to resign at any time without thirty (30) days’ prior written notice to the Board. The Liquidator may be removed at any time, with or without cause, by notice of removal and appointment of a successor Liquidator approved by the Board. Any successor Liquidator will succeed to all rights, powers and duties of the former Liquidator. The right to appoint a successor or substitute Liquidator in the manner provided in this Section 11.2 will be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions of this Agreement, and every reference in this Agreement to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator appointed in the manner provided in this Section 11.2. The Liquidator will receive as compensation for its services (1) no additional compensation, if the Liquidator is an employee of the Partnership or any of its Subsidiaries or is a TowerBrook Partner, AS Partner or any of their respective Affiliates, or (2) if the Liquidator is not such a Person, such compensation as the Board may approve which shall be borne as an expense of the Partnership plus, in either case, reimbursement of the Liquidator’s reasonable out-of-pocket expenses in performing its duties.

(b)        Liquidating Actions. The Liquidator will liquidate the assets of the Partnership and each Series and apply and distribute the proceeds of such liquidation, in the following order of priority, unless otherwise required by mandatory provisions of applicable law:

(i)          First, to the satisfaction of the Partnership or such Series’ debts and obligations to its creditors (including Partners, to the extent otherwise permitted by law), including sales commissions and other expenses incident to any sale of the assets of the

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Series, in order of the priority provided by law (whether by payment or the making of reasonable provision for payment thereof).

(ii)         Second, to the Limited Partners associated with such Series, in accordance with Section 8.1(a).

Any reserves established pursuant to clauses (i) and (ii) above will be paid over by the Liquidator to a bank or other financial institution, to be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Board deems advisable, such reserves will be distributed to the Limited Partners in accordance with Section 8.1 in the manner provided above in this Section 11.2(b). The allocations and distributions provided for in this Agreement are intended to result in the Capital Account of each Limited Partner immediately prior to the distribution of the Partnership’s assets pursuant to this Section 11.2(b) being equal to the amount distributable to such Limited Partner pursuant to this Section 11.2(b).

(c)        Distribution in Kind. Notwithstanding the provisions of Section 11.2(b) which require the liquidation of the assets of the Partnership and each Series, but subject to the order of priorities set forth in Section 11.2(b), if upon dissolution of the Partnership or termination of a Series, the Board determines that an immediate sale of part or all of the Partnership’s or Series’ assets would be impractical or could cause undue loss to the Limited Partners, the Board may, in its sole discretion, defer the liquidation of any assets, and, in its absolute discretion, distribute to the Limited Partners of each Series, in lieu of cash, and in accordance with the provisions of Section 11.2(b), the assets of such Series. If the Board determines to establish reserves, including to satisfy contingent liabilities in accordance with Section 11.2(b)(ii), the reserves established for each Series shall be proportional to the assets of such Series. Any such distribution in kind will be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operating of such properties at such time. For purposes of any such distribution, any property to be distributed will be valued at its Fair Market Value.

(d)        Reasonable Time for Winding-Up. A reasonable time will be allowed for the orderly winding up of the business and affairs of the Partnership and the Series and the liquidation of the assets pursuant to Section 11.2(b) in order to minimize any losses otherwise attendant upon such winding-up. Distributions upon liquidation of the Partnership or Series (or any Limited Partner’s interest in the Partnership) and related adjustments will be made by the end of the Fiscal Year of the liquidation (or, if later, within ninety (90) days after the date of such liquidation) or as otherwise permitted by Treasury Regulations Section 1.704-1(b)(2)(ii)(b).

(e)        Termination. Upon completion of the distribution of the assets of the Partnership and the Series as provided in Section 11.2(b), the Partnership shall be terminated and the Liquidator shall cause the cancellation of the Certificate of Limited Partnership and the Statement of Series LLLP Qualification in the State of Delaware and of all qualifications and registrations of the Partnership as a foreign limited liability limited partnership in jurisdictions other than the State of Delaware and shall take such other actions as may be necessary to terminate the Partnership.

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ARTICLE XII

Transfer of Units

12.1     Restrictions on Transfers.

(a)        Transfers by Limited Partners. A Limited Partner may Transfer its Units only (i) if such Transfer has been approved by all the other Limited Partners (in their sole discretion), (ii) to another Limited Partner or an Affiliate thereof or (iii) to any Permitted Transferee of such Limited Partner.

(b)        Equity Interests in Limited Partners. Notwithstanding anything to the contrary in this Agreement, the restrictions contained in this Article XII shall not apply with respect to any Transfer (including any sale or other Transfer for economic value (including by way of merger, consolidation or other similar transaction)) of any membership interests or other equity securities of a Limited Partner to any Permitted Transferee of such Limited Partner; provided that such Transfer is permitted under the terms of the IRA.

(c)        Effect of a Permitted Transfer. Following a Transfer of any Unit(s) that is permitted under this Article XII, the Transferee of such Unit(s) shall succeed to the Capital Account associated with such Unit(s) and shall receive allocations and distributions under Articles VII, VIII, IX and XI in respect of such Unit(s). Notwithstanding the foregoing, Profits, Losses and other items will be allocated between the Transferor and the Transferee according to Code Section 706. Any Limited Partner who Transfers all of his, her or its Units (i) shall cease to be a Limited Partner upon such Transfer, and (ii) shall cease to possess or have the power to exercise any rights or powers of a Limited Partner of the Partnership.

(d)        Void Transfers. Each Limited Partner acknowledges and agrees that such Limited Partner shall not Transfer any Unit(s) except in accordance with the provisions of this Article XII. Any attempted Transfer in violation of the preceding sentence shall be deemed null and void for all purposes, and the Partnership will not record any such Transfer on its books or treat any purported Transferee as the owner of such Unit(s) for any purpose.

(e)        Transfers by Limited Partners to Permitted Transferees. If any Limited Partner Transfers Units to a Permitted Transferee and an event occurs which causes such Permitted Transferee to cease to be a Permitted Transferee (as defined in this Agreement) of such Limited Partner unless, prior to such event, such Permitted Transferee Transfers such Units back to such Limited Partner or to another Permitted Transferee of such Limited Partner (but only if such Limited Partner or such Permitted Transferee of such Limited Partner has complied with the provisions of Section 12.2 herein), then, in each case, such event or Transfer shall be deemed a Transfer of Units subject to all of the restrictions on Transfers of Units set forth in this Agreement, including this Section 12.1.

12.2     Procedures for Transfer.

(a)        Notwithstanding anything to the contrary in this Agreement, (i) no Transferee of any Unit(s) received pursuant to a Transfer (but excluding Transferees that were Limited Partners immediately prior to such a Transfer, who shall automatically become a Limited Partner with respect to any additional Units they so acquire) shall become a Limited Partner in respect of

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or be deemed to have any ownership rights in the Unit(s) so Transferred unless the purported Transferee is admitted as a Limited Partner as set forth in Section 12.2(b) and (ii) if requested by the Partnership, no Limited Partner may Transfer any Units (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Partnership an opinion of counsel reasonably acceptable in form and substance to the Partnership (which counsel will be reasonably acceptable to the Partnership) that registration under the Securities Act is not required in connection with such Transfer; provided that the Partnership shall only make such request for an opinion of counsel if the Partnership has a reasonable basis to believe that registration under the Securities Act may be required in connection with such Transfer. The Partnership shall modify the Limited Partners Schedule of the applicable Series from time to time to reflect the admittance of any such Limited Partner.

(b)        Subject in all events to the general restrictions on Transfers contained in Sections 12.1 and 12.4, no Transfer of Unit(s) may be completed to a Person that is not already a Limited Partner until the prospective Transferee is admitted as a Limited Partner of the Partnership and the applicable Series by executing and delivering to the Partnership a written undertaking to be bound by the terms and conditions of this Agreement and the applicable Separate Series Agreement in the form of the Joinder attached as Exhibit C hereto. Upon the amendment of the applicable Limited Partners Schedule by the Partnership, such prospective Transferee shall be admitted as a Limited Partner and deemed listed as such on the books and records of the Partnership.

12.3     Legend. Any certificates or instruments representing the Units will bear the following legend:

THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT IS SUBJECT TO THE CONDITIONS SPECIFIED IN A LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT AMONG THE ISSUER AND ITS PARTNERS. A COPY OF SUCH LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT AS IN EFFECT FROM TIME TO TIME WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

12.4     Limitations.

(a)        In order to permit the Partnership to qualify for the benefit of a “safe harbor” under Code Section 7704, notwithstanding anything to the contrary in this Agreement, no Transfer of any Unit shall be permitted or recognized by the Partnership (within the meaning of Treasury Regulations Section 1.7704-1(d)) and the Partnership shall not issue any Units if and to the extent that such Transfer or issuance would cause the Partnership to have more than 100 partners (within the meaning of Treasury Regulations Section 1.7704-1(h), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3)).

(b)        Notwithstanding anything to the contrary in this Agreement, no Unit may be Transferred and the Partnership may not issue any Unit unless (i) such Transfer or issuance,

39

as the case may be, shall not affect the Partnership’s existence or qualification as a limited liability limited partnership under the Act, (ii) such Transfer or issuance, as the case may be, shall not cause the Partnership to be classified as other than a partnership for United States federal income tax purposes, (iii) such Transfer or issuance, as the case may be, shall not result in a termination of the Partnership under Code Section 708, unless the Board determines that any such termination will not have a material adverse impact on the Limited Partners, (iv) such Transfer shall not cause all or any portion of the assets of the Partnership to constitute “plan assets” under the Employee Retirement Income Security Act of 1974, the related provisions of the Code and the respective rules and regulations promulgated thereunder, in each case as amended from time to time, and (v) such Transfer or issuance, as the case may be, shall not cause the application of the tax-exempt use property rules of Code Sections 168(g)(1)(B) and 168(h) to the Partnership or its Limited Partners.

ARTICLE XIII

Certain Agreements

13.1     Information Rights; Confidentiality.

(a)        Information regarding Accretive.

(i)          The Partnership shall not have any obligation to provide the Limited Partners with information relating to Accretive or other reporting obligations relating to the Company Securities, except as expressly set forth in this Agreement.

(ii)         The Partnership shall be responsible for preparing and filing all required securities filings of the Partnership in accordance with Sections 13 or 16 of the Exchange Act, and any SEC regulations promulgated thereunder and any other applicable law or regulation such as Hart-Scott or others. The Partnership shall provide drafts of such filings to the Limited Partners in advance, give the Limited Partners reasonable time and provide comments and consider such comments in good faith. It is understood that such filings may be required to be done on very short timetables, and the amount of time for comment will have to reflect that. The Limited Partners shall provide the Partnership with all information requisite to comply with the foregoing and shall cooperate as reasonably requested so that the Partnership shall comply with law. For the avoidance of doubt, each Limited Partner shall give the Partnership advance notice of any change in facts, intentions or beneficial ownership of securities to enable the Partnership to comply with any applicable obligations, and shall indemnify and hold harmless the Partnership and each other Limited Partner for any failure to provide complete and accurate information, on a timely basis, with respect to the foregoing.

(b)        The Partners hereby waive, to the extent permitted by the Act, any right to receive audited or unaudited financial reports of the Partnership.

(c)        Confidentiality. All nonpublic information about the Partnership or Accretive shall be kept confidential and, unless otherwise provided in this Agreement or consented to by the Board in writing in advance, shall not be used by the recipients thereof for any purpose other than (i) to monitor and manage their investment in Accretive, and shall not be disclosed to

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any third party other than employees, consultants, advisors, accountants, attorneys and other representatives of such recipient on a need-to-know basis, (ii) in the case of any Limited Partner that is (or is controlled by) a private equity fund or other investment fund, the disclosure in a customary manner by such Limited Partner of any such information (with the customary level of confidentiality) to such Limited Partner’s investors and prospective investors, and (iii) subject to the next sentence, as required by applicable law, regulations, stock exchange rules or regulations, subpoena, civil investigative demand or other proceeding. Disclosure of information shall also be permitted in furtherance of any Transfer that is permitted under this Agreement, subject to such confidentiality arrangements as may be customary. The obligations of the Limited Partners hereunder shall not apply to the extent that the disclosure of information otherwise determined to be confidential is required by applicable law, regulations, stock exchange rules or regulations, subpoena, civil investigative demand or other proceeding; provided that (x) as soon as reasonably practicable and to the extent legally permissible, such Limited Partner shall notify the Partnership thereof, which notice shall include the basis upon which such Limited Partner believes the information is required to be disclosed and (y) such Limited Partner shall, if requested by the Partnership and at the sole cost and expense of the Partnership, reasonably cooperate with the Partnership to protect the continued confidentiality thereof. Notwithstanding the foregoing, nothing in this Section 13.1(c) shall restrict the use or disclosure of any information by a Limited Partner that (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 13.1(c)), (b) is or has been independently developed by the Limited Partner without use (directly or indirectly) of such information or (c) is or has been made known or disclosed to the Limited Partner by a third party without a breach of any obligation of confidentiality such third party may have to the Partnership, either Limited Partner or any of their respective Affiliates.

13.2     MPSA. For so long as Series TB continues to hold any TowerBrook Allocable Securities, the Partnership shall not consent (if the Partnership’s consent is required) to Accretive agreeing to amend, terminate, modify, or waive any provision, of the MPSA (as defined in the SPA) without the prior written consent of the TowerBrook Partners. Notwithstanding the preceding sentence, nothing in this Agreement shall be deemed to restrict or limit in any way the right of the Ascension Entities to take any action under, or in connection with, the MPSA.

13.3     Transaction Expenses.

(a)        If the Closing occurs and part or all of the expenses incurred by the Partnership and the Limited Partners or their respective Affiliates in connection with the evaluation of the Purchase or a potential acquisition of Accretive are not reimbursed by Accretive (the “Unreimbursed Expenses Amount”), the Unreimbursed Expenses Amount shall be allocated to, and borne by, the Series pro rata to the Initial Investment Percentage of the Limited Partners associated therewith, taking into account any expenses actually paid for by the Limited Partners prior to the Effective Date. To the extent, prior to the Effective Date, a Limited Partner paid for expenses in excess of its Initial Investment Percentage pro rata share of the Unreimbursed Expenses Amount (the excess portion, the “Excess Expenses Amount”), such Limited Partner (or, if such Limited Partner is a TowerBrook Partner, TowerBrook Capital Partners, L. P. in accordance with the Services Agreement) shall be reimbursed for the Excess Expenses Amount by the other Limited Partners such that, in aggregate, the Unreimbursed Expenses Amount shall be borne

41

pro rata to each Limited Partner’s Initial Investment Percentage, directly and through their respective Series.

(b)        Any funding fee or underwriting discount (or other transaction fee) received by the Partnership from Accretive in connection with the Purchase shall be allocated to the Series pro rata to the Initial Investment Percentage of the Limited Partners associated with such Series; provided, however, that any amount so allocated to Series TB shall be reduced by the amount of any services fee actually paid by the Partnership to TowerBrook Capital Partners, L.P. in accordance with Section 3(a) of the Services Agreement.

(c)        If the Partnership receives a termination fee or recovers any damages pursuant to the SPA, the Partnership shall use the fee or proceeds of such recovery (i) first, to reimburse the Limited Partners for the expenses they respectively incurred in connection with the evaluation of a transaction with Accretive and, in the case of a recovery of damages, any dispute relating thereto, and (ii) thereafter, the balance shall be distributed pro rata to the Limited Partners’ Initial Investment Percentages.

13.4     Liabilities in connection with Transaction Agreements. Except as expressly provided otherwise in this Section 13.4, from the Effective Date to the Closing, the Limited Partners shall bear the out-of-pocket costs and expenses of any litigation and any Liabilities incurred or arising in connection with the Transaction Agreements pro rata in proportion to their Initial Investment Percentages (including, to the extent necessary, by one Limited Partner indemnifying the other); except as otherwise provided in: (i) that certain letter agreement, dated November 3, 2015, by and between Ascension Health and TowerBrook Capital Partners L.P. relating to indemnity obligations under that certain engagement letter, dated November 3, 2015, between Ascension Health and Merrill Lynch, Pierce, Fenner & Smith Inc., (ii) that certain letter agreement, dated November 3, 2015, by and between Ascension Health and TowerBrook Capital Partners L.P. relating to indemnity obligations under that certain engagement letter, dated November 3, 2015, between Ascension Health and Deloitte & Touche LLP, and (iii) that certain letter agreement, dated December 4, 2015, by and between Ascension Health and TowerBrook Capital Partners L.P. relating to indemnity obligations under that certain engagement letter, dated as of November 16, 2015, by and among TowerBrook Capital Partners L.P., Ascension Health Alliance d/b/a Ascension, Epstein Becker & Green, P.C. Manatt, Phelps & Phillips, LLP, and Houlihan Lokey Financial Advisors, Inc., as amended on December 4, 2015.

(b)        Notwithstanding anything in this Agreement, the ECL, the LG, the Transaction Agreements or elsewhere to the contrary, if (i) a Limited Partner or its Affiliates are required to make or make, pursuant to the terms of the LG, any payment in respect of any reverse break fee or other amount owing to the Company pursuant to the terms of the LG or the SPA or incurs any reasonable out-of-pocket expenses in connection with any litigation related thereto (it being agreed that services of the Limited Partners’ advisors in connection with the Purchase and Transaction Agreements, including counsel named in Section 13.5, constitute reasonable out-of-pocket expenses) and (ii) such payment is solely the result of the failure by the other Limited Partners or their Affiliates that are parties to the ECL, as the case may be (the “Willfully Breaching LP”), to fund or confirm in writing at least two (2) Business Days prior to the Closing that such Limited Partner will fund, if the other Limited Partners will fund as well, the amounts contemplated to be funded by it or them at the Closing under the terms of the ECL and this Agreement

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and to consummate the Purchase notwithstanding that all conditions precedent thereto shall have been satisfied, then the Willfully Breaching Party shall be responsible for 100% of any Liability relating thereto and, as applicable, shall indemnify the other Limited Partners for any Liability relating thereto.

(c)        Following the Closing, any Liability incurred or arising in connection with the Transaction Agreements or the Partnership’s investment in Accretive shall be borne by the Series pro rata to the Current Investment Percentages of the Limited Partners associated therewith at the time of the act or omission giving rise to such Liability; provided, however, that any Liability incurred or arising in connection with a breach or violation of the Transaction Agreements that is solely the result of an action or omission by one Limited Partner that was taken or omitted to be taken without the prior written consent of the other Limited Partners and is not expressly contemplated by this Agreement shall be borne solely by the Limited Partner or Series with which such Limited Partner is associated and the responsible Limited Partner shall indemnify the other Limited Partners for any Liability relating thereto.

(d)        Other than in respect of any matter contemplated by this Section 13.4 (each, an “Indemnifiable Matter”) for which a Limited Partner acknowledges in writing to the other Limited Partners that (x) such Limited Partner will be responsible for 100% of the Liabilities, (y) the other Limited Partners will not be responsible for any Liability relating thereto and (z) such Limited Partner will indemnify the other Limited Partners accordingly, each Limited Partner (i) shall cooperate and consult with the other Limited Partners in respect of the defense of any litigation or other action with respect to any Indemnifiable Matter, and (ii) shall not compromise or settle any litigation or other action with respect to such Indemnifiable Matter without the prior written consent of the other Limited Partners (not to be unreasonably withheld, conditioned or delayed). A Limited Partner shall have the sole right to direct the defense of any litigation or other action with respect to an Indemnifiable Matter for which such Limited Partner acknowledges in writing to the other Limited Partners that (x) such Limited Partner will be responsible for 100% of the Liabilities, (y) the other Limited Partners will not be responsible for any Liability relating thereto and (z) such Limited Partner will indemnify the other Limited Partners accordingly.

(e)        Notwithstanding anything to the contrary in this Section 13.4, in no event shall any Limited Partner be required to share in the Liabilities for any violation of law or governmental regulation solely by any other Limited Partner, and a Limited Partner that so violates any law or governmental regulation shall indemnify and hold harmless the other Limited Partners for any Liability relating thereto.

(f)         For purposes of this Section 13.4, actions taken by the Board shall not be deemed to be taken by any particular Limited Partner, even if such Limited Partner’s designees voted in favor of the action or represent a Majority of the Board.

13.5     Consent and Waiver of Representation. The Limited Partners understand, acknowledge and agree that: (x) Covington & Burling and Wachtell, Lipton, Rosen & Katz have each previously served as counsel to separate Limited Partners; (y) any legal counsel representing one Limited Partner or representing the Partnership shall not owe any duty to or form a client relationship with any other Limited Partner (by representing the Partnership for example) unless

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such counsel agree to do so in writing; and (z) it shall not be a conflict for either of such firms to represent a Limited Partner and/or the Partnership at the same time without representing another Limited Partner, and the Limited Partners hereby fully consent thereto. For the avoidance of doubt, any work done by either such firm for the Partnership (such as for example filing Schedules 13D) may be paid by one Limited Partner and reimbursed by the Partnership.

ARTICLE XIV

Miscellaneous Provisions

14.1     Notices.

(a)        All notices, requests and other communications hereunder must be in writing (which may be a writing in or attached to an email or other electronic transmission) and will be deemed to have been duly given when delivered to the recipient if delivered personally, when sent to the recipient via a nationally recognized overnight courier, when sent to the recipient via facsimile, or sent to the recipient via email, to (i) any Limited Partner, at such Limited Partner’s address, facsimile number or email address as last set forth in the Partnership’s books and records, (ii) the General Partner by nationally recognized overnight courier, c/o the General Partner at the Partnership’s principal place of business (with a copy to the Partnership’s Secretary at the Partnership’s principal place of business), and (iii) the Partnership by nationally recognized overnight courier, to the Partnership’s Secretary at the Partnership’s principal place of business (or in any case to such other address as the addressee may from time to time designate in writing to the sender).

(b)        All such notices, requests and other communications will (i) if delivered personally to the address as provided in Section 14.1(a) be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number or by email to the email address as provided in Section 14.1(a), be deemed given upon being sent and (iii) if delivered by overnight courier to the address as provided in Section 14.1(a), be deemed given on the earlier of the first Business Day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section 14.1).

14.2     Governing Law; Venue and Submission to Jurisdiction. ALL ISSUES AND QUESTIONS CONCERNING THE APPLICATION, CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, AND SPECIFICALLY THE ACT, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT (INCLUDING AGAINST ANY DIRECTOR OR OFFICER OF THE PARTNERSHIP) SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE BROUGHT SOLELY IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE AND EACH PARTNER HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE

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JURISDICTION OF SUCH COURT FOR THE PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS. IN ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING, EACH PARTNER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO IT AT ITS ADDRESS SET FORTH IN THE BOOKS AND RECORDS OF THE PARTNERSHIP. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN ANY SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

14.3     Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.

14.4     No Action for Partition. No Partner shall have any right to maintain any action for partition with respect to the property of the Partnership.

14.5     No Third Party Beneficiaries. This Agreement and the Separate Series Agreement are made solely for the benefit of the parties hereto and no other Person shall have any rights, interest, or claims hereunder or otherwise be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise, including Accretive and its Subsidiaries or any creditor of the Partnership, provided, however, that the Persons described in Sections 3.2, 3.3, 3.4 and 4.3 are express third party beneficiaries of Sections 3.2, 3.3, 3.4 and 4.3.

14.6     Amendments.

(a)        With respect to the Transaction Agreements, the Limited Partners hereby agree that:

(i)          Between the Effective Date and the Closing Date, the Board shall not enter into any amendment, modification, restatement, grant any waiver or agree to any change to the Transaction Agreements without the prior written consent of both the AS Partners and the TowerBrook Partners; and

(ii)         From the Closing Date and thereafter, the Board shall have the right to amend, modify, restate, grant any waiver or agree to any change to the Transaction Agreements; provided, however, that the Board shall not approve any material amendment, modification, restatement, waiver or change without the prior written consent of both the AS Partners and the TowerBrook Partners.

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(b)        The Board shall not enter into any amendment, modification, restatement, grant any waiver or agree to any change to the Services Agreement without the prior written consent of at least one (1) of the Ascension Director Designees.

(c)        Except as otherwise expressly set forth in this Agreement, and subject to Sections 5.1 and 5.3, this Agreement and the Separate Series Agreements may not be amended, modified or restated without the prior written consent of both the AS Partners and the TowerBrook Partners. Any amendment, modification or restatement with respect to which such written consent is obtained shall be binding upon the Partnership, the General Partner and each Limited Partner.

14.7     Headings and Sections. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of any provision of this Agreement or the Separate Series Agreement. Unless the context requires otherwise, all references in this Agreement to Sections, Articles, Exhibits or Schedules shall be deemed to mean and refer to Sections, Articles, Exhibits or Schedules of or to this Agreement.

14.8     Binding Effect. Except as otherwise provided to the contrary in this Agreement, this Agreement shall be binding upon and inure to the benefit of the Partners, their distributees, heirs, legal representatives, executors, administrators, successors and permitted assigns.

14.9     Counterparts; Facsimile or Email. This Agreement may be executed in multiple counterparts (and may be transmitted via facsimile or email), each of which shall be deemed to be an original and shall be binding upon the Partner who executed the same, but all of such counterparts shall constitute the same agreement.

14.10   Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

14.11   Remedies. Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to seek injunction or other suitable remedy, to recover damages and costs (including reasonable attorney’s fees) caused by any breach of any provision of this Agreement or the Separate Series Agreement and to exercise all other rights existing in its favor. The Partners agree and acknowledge that money damages may not be an adequate remedy for a breach or threatened breach of any provision hereof and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief to enforce or prevent any violations of the provisions of this Agreement. The remedies of the Limited Partners under this Agreement are cumulative and shall not exclude any other remedies to which the Limited Partners may be lawfully entitled.

14.12   Business Days. If any time period for giving notice or taking action under this Agreement expires on a day which is a Saturday, Sunday or holiday in the state in which the

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Partnership’s chief executive office is located, the time period shall be automatically extended to the Business Day immediately following such Saturday, Sunday or holiday.

14.13   No Strict Construction. The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, the parties intend that this Agreement shall be construed as if drafted jointly by the parties to this Agreement, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

14.14   Entire Agreement and Incorporation by Reference. Except as otherwise expressly set forth in this Agreement, this Agreement, the Separate Series Agreements and the other agreements referred to in this Agreement embody the complete agreement and understanding among the parties to this Agreement with respect to the subject matter of this Agreement and supersedes and preempts any prior understandings, agreements or representations by or among the parties or their Affiliates or representatives, written or oral, which may have related to the subject matter of this Agreement in any way, including any term sheet or other summary of terms relating to this Agreement.

14.15   Mergers and Consolidations. Notwithstanding any provision herein to the contrary, any merger or consolidation of the Partnership with or into another entity shall require the approval of the AS Partners and the TowerBrook Partners. The approval of any such merger or consolidation as provided in the immediately preceding sentence shall be deemed to meet all of the requirements of approval by the Partners of a merger or consolidation, as the case may be, for purposes of the Act, including Section 17-211 of the Act.

14.16   Conflicting Agreements. Each Partner represents that such Partner has not granted and is not a party to any proxy, voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Agreement, and no Partner shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Agreement.

*  *  *  *

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IN WITNESS WHEREOF, the parties hereto have executed this Limited Liability Limited Partnership Agreement of TCP-ASC ACHI Series LLLP as of the date first above written.

GENERAL PARTNER:
TCP-ASC GP, LLC
By:	/s/ Glenn F. Miller
	Name:	Glenn F. Miller
	Title:	Vice President
LIMITED PARTNERS:
TI IV ACHI Holdings, LP
By:	TI IV ACHI Holdings GP, LLC
Its:	General Partner
By:	/s/ Glenn F. Miller
	Name:	Glenn F. Miller
	Title:	Vice President
ASCENSION HEALTH ALLIANCE D/B/A ASCENSION
By:	/s/ Anthony J. Speranzo
	Name:	Anthony J. Speranzo
	Title:	Executive Vice President and Chief Financial Officer

Schedule A

TCP-ASC achi Series LLLP

LIST OF OFFICERS

(as of December 7, 2015)

Title	Name
President	Evan Goldman
Vice President	Joseph Impicciche
Vice President & Secretary	Glenn Miller
Treasurer	Jennifer Glassman

Schedule B

TCP-ASC ACHI SERIES LLLP

LIMITED PARTNERS SCHEDULE

(as of December 7, 2015)

Limited Partner & Address	Units of Applicable Series	Initial Investment Percentage
TI IV ACHI Holdings, LP c/o TowerBrook Capital Partners L.P. Park Avenue Tower 65 East 55th St, 27th Floor New York, NY 10022	55 Common Units of Series TB	55.0%
Ascension Health Alliance 101 S. Hanley Road, Suite 450 St. Louis, MO 63105	45 Common Units of Series AS	45.0%

Schedule C

TCP-ASC ACHI SERIES LLLP

LIMITED PARTNERS SCHEDULE

(as of ________ __, 2015)

Limited Partner & Address	Initial Capital Contribution	Units of Applicable Series	Initial Investment Percentage
TI IV ACHI Holdings, LP c/o TowerBrook Capital Partners L.P. Park Avenue Tower 65 East 55th St, 27th Floor New York, NY 10022	$110.0 million	55 Common Units of Series TB	55.0%
Ascension Health Alliance 101 S. Hanley Road, Suite 450 St. Louis, MO 63105	$90.0 million	45 Common Units of Series AS	45.0%

Exhibit A

EXECUTION VERSION

separate series agreement

OF

TCP-ASC ACHI LLLP, SERIES TB

DATED AS OF DECEMBER 7, 2015

table of contents

		Page
Article I
NEW SERIES
Section 1.01.	Creation of New Series	A-1
Article II
DEFINED TERMS
Section 2.01.	Definitions	A-2
Section 2.02.	Reference to Schedules	A-2
Article III
CAPITAL
Section 3.01.	Capital Accounts	A-2
Section 3.02.	Return of Capital	A-4
Section 3.03.	No Interest on Capital Contribution	A-4
Article IV
ALLOCATIONS
Section 4.01.	Calculation of Profits and Losses	A-4
Section 4.02.	Allocation of Profits and Losses and Capital Account Maintenance	A-4
Article V
ADMISSIONS AND WITHDRAWALS OF LIMITED PARTNERS
Section 5.01.	Admissions of Limited Partners	A-6
Section 5.02.	Withdrawals of Limited Partners	A-6
Article VI
COMPANY EXPENSES, BOOKS AND RECORDS, TAX MATTERS
Section 6.01.	Fees and Expenses	A-6
Section 6.02.	Records and Information	A-6
Article VII
MISCELLANEOUS PROVISIONS
Section 7.01.	Notices	A-7
Section 7.02.	Entire Agreement and Incorporation by Reference	A-7
Section 7.03.	Governing Law; Jurisdiction	A-7
Section 7.04.	Amendments	A-8
Section 7.05.	Severability	A-8
Section 7.06.	Further Assurances	A-8

-i-

Section 7.07.	Binding Effect	A-8
Section 7.08.	Waivers	A-8
Section 7.09.	Third Parties	A-8
Section 7.10.	Counterparts; Facsimile or Email	A-9
Section 7.11.	Classification for United States Tax Purposes	A-9

Schedule A	Name and Address of Limited Partner
Schedule B	Limited Partners Schedule

-ii-

Separate sERIES AGREEMENT

OF

TCP-ASC ACHI LLLP, Series TB

THIS SEPARATE SERIES AGREEMENT, dated as of December 7, 2015 (this “Separate Series Agreement”), is entered into by and between the undersigned.

WITNESSETH:

WHEREAS, TCP-ASC ACHI Series LLLP (the “Partnership”) was heretofore formed as a Delaware series limited liability limited partnership and is governed under and pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §17-101 et seq., as amended from time to time (the “Act”) and the Master Agreement (as defined below);

WHEREAS, pursuant to Section 17-218 of the Act and Section 2.6 of the Master Agreement, the Board established a new Series, designated TCP-ASC ACHI LLLP, Series TB (the “New Series”), on December 7, 2015; and

WHEREAS, it is intended by the parties hereto that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the New Series be enforceable only against the assets of the New Series, and not against the assets of the Partnership generally or any other Series, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Partnership generally or any other Series shall be enforceable against the assets of the New Series.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises of the parties hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article I
NEW SERIES

Section 1.01.    Creation of New Series.  Subject to Section 5.4 of the Master Agreement, in accordance with Section 2.6 of the Master Agreement, the Board established the New Series, which is a “Series” for purposes of the Master Agreement. For all purposes of the Act, this Separate Series Agreement together with the series agreements of all other “Series” established by the Partnership and the Master Agreement constitute the “partnership agreement” of the Partnership within the meaning of the Act, and all parties to this Separate Series Agreement hereby agree to be bound by all the terms of the Master Agreement. This Separate Series Agreement is incorporated by reference into the Master Agreement. The terms and provisions of this Separate Series Agreement may have the effect of altering, supplementing or amending the terms and provisions of the Master Agreement. To the extent that any of the terms

or provisions of this Separate Series Agreement conflict with any of the terms or provisions of the Master Agreement, the terms of the Master Agreement shall control.

Article II
DEFINED TERMS

Section 2.01.    Definitions.  Terms used but not defined herein shall have the meaning assigned thereto in the Limited Liability Limited Partnership Agreement of the Partnership, dated as of December 7, 2015 (as amended from time to time, the “Master Agreement”). As used herein, the following terms shall have the following meanings.

“Act” has the meaning set forth in the Recitals.

“Capital Account” has the meaning set forth in Section 3.01(a).

“Limited Partner” or “Limited Partners” means, for purposes of this Separate Series Agreement, a Limited Partner who holds Units in this New Series, in such amounts and with such Capital Contributions as set forth in Schedule B to this Separate Series Agreement, as well as each Limited Partner who is hereby admitted as Limited Partner of the New Series in accordance with the terms of the Master Agreement and this Separate Series Agreement.

“New Series” has the meaning set forth in recitals.

“Partnership” has the meaning set forth in the recitals.

“Separate Series Agreement” has the meaning set forth in the preamble.

Section 2.02.    Reference to Schedules.  The Board shall maintain and revise from time to time all schedules referred to in this Separate Series Agreement in accordance with this Separate Series Agreement. Notwithstanding anything in Section 14.6 of the Master Agreement to the contrary, any such revision shall not be deemed an amendment to this Separate Series Agreement, and shall not require any act, vote or approval of any Person. The New Series shall not be obligated by this Separate Series Agreement to distribute to the Limited Partners copies of such schedules.

Article III
CAPITAL

Section 3.01.    Capital Accounts.

(a)        The New Series shall maintain separate capital accounts (a “Capital Account”) for each Limited Partner in accordance with the following provisions:

(i)          Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Limited Partner to the New Series pursuant to this Separate Series Agreement, such Limited Partner’s allocable share of Profits and any items in the nature of income or gains that are specially allocated to such

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Limited Partner pursuant to Section 4.02, and the amount of any liabilities of the Series assumed by such Limited Partner or that are secured by any property distributed to such Limited Partner.

(ii)         Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Limited Partner pursuant to this Separate Series Agreement, such Limited Partner’s allocable share of Losses and any items in the nature of deductions or losses that are specially allocated to such Limited Partner pursuant to Section 4.02 and the amount of any liabilities of such Limited Partner assumed by the New Series or that are secured by any property contributed by such Limited Partner to the New Series.

(iii)        If any Unit is Transferred in accordance with Article XII of the Master Agreement, the Transferee shall succeed to the Capital Account of the Transferor to the extent it relates to the Transferred Unit.

Upon any revaluation described in paragraph (B) of the definition of “Book Value” in Section 1.1 of the Master Agreement, the Capital Accounts of the Limited Partners shall be adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). The foregoing provisions and the other provisions of this Separate Series Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board may authorize such modifications.

(b)          Definition of Profits and Losses. “Profits” and “Losses” mean, for each Taxable Year or other period, an amount equal to the New Series’ taxable income or loss, respectively, for such Taxable Year or other period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(c)          The computation of all items of income, gain, loss and deduction shall include tax-exempt income and those items described in Treasury Regulation Section 1.704-1(b)(2)(iv)(i), without regard to the fact that such items are not includable in gross income or are not deductible for federal income tax purposes.

(d)          If the Book Value of any New Series property is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property (provided that if the Book Value of any Partnership property is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f)(5)(i), the allocation of gain or loss shall be made immediately prior to the related acquisition of the interest in the Partnership).

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(e)          Items of income, gain, loss or deduction attributable to the disposition of New Series property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property.

(f)           Items of depreciation, amortization and other cost recovery deductions with respect to Partnership property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the property’s Book Value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

(g)          To the extent an adjustment to the adjusted tax basis of any New Series property pursuant to Code Section 732(d), 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis); provided, however, that amounts otherwise taken into account for purposes of Section 4.02 shall not be taken into account again hereunder.

Section 3.02.    Return of Capital.  Except upon the dissolution of the Partnership or the termination of the New Series or as otherwise provided herein or in the Master Agreement, no Limited Partner shall have the right to resign or withdraw from the Partnership or this New Series or to demand or to receive the return of all or any part of its Capital Account or its Capital Contributions.

Section 3.03.    No Interest on Capital Contribution.  No Limited Partner shall be paid interest on any of its Capital Contributions or on its Capital Accounts.

Article IV
ALLOCATIONS

Section 4.01.    Calculation of Profits and Losses.  The profits and losses of the New Series shall be determined for each fiscal year in accordance with U.S. generally accepted accounting principles in effect from time to time.

Section 4.02.    Allocation of Profits and Losses and Capital Account Maintenance. 

(a)          If at any time the New Series has only one Limited Partner, all items of income, gain, loss and deduction shall be allocated to the sole Limited Partner, and none of the other provisions set forth in this Section 4.02 shall apply.

(b)          If a new Limited Partner or new Limited Partners are admitted by the Board (to the extent permitted in the Master Agreement), Section 4.02(a) shall not apply. Except as otherwise set forth in this Section 4.02, for Capital Account purposes, all items of income, gain, loss and deduction shall be allocated among the Limited Partners in a manner such that if the Partnership were dissolved, its affairs wound up and its assets distributed to the Limited Partners in accordance with their respective Capital Account balances immediately after making

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such allocation, such distributions would, as nearly as possible, be equal to the distributions that would be made pursuant to Section 3.01(a).

(c)          For federal, state and local income tax purposes, items of income, gain, loss, deduction and credit shall be allocated to the Limited Partners in accordance with the allocations of the corresponding items for Capital Account purposes under this Section 4.02, except that items with respect to which there is a difference between tax and book basis will be allocated in accordance with Section 704(c) of the Code and the Treasury Regulations thereunder (including, but not limited to, Treasury Regulations Section 1.704-1(b)(4)(i)).

(d)          Notwithstanding any provision of this Section 4.02, no item of deduction or loss shall be allocated to a Limited Partner to the extent that such allocation would cause a negative balance in such Limited Partner’s Capital Account (after taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) that exceeds the sum of (i) the amount that such Limited Partner would be required to reimburse the Partnership pursuant to this Separate Series Agreement or under applicable law, and (ii) the amount that such Limited Partner is deemed obligated to reimburse pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5). If some but not all of the Limited Partners would have such excess Capital Account deficits as a consequence of such allocation of loss or deduction, the limitation set forth in this Section 4.02(d) shall be applied on a Limited Partner-by-Limited Partner basis so as to allocate the maximum permissible deduction or loss to each Limited Partner under Treasury Regulations Section 1.704-1(b)(2)(ii)(d). If any loss or deduction shall be specially allocated to a Limited Partner pursuant to the preceding sentence, an equal amount of income of the Partnership shall be specially allocated to such Limited Partner prior to any allocation pursuant to Section 4.02(b).

(e)          If any Limited Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), items of Partnership income and gain shall be specially allocated to such Limited Partner in an amount and manner sufficient to eliminate as quickly as possible any deficit balance in its Capital Account in excess of that permitted under Section 4.02(d) created by such adjustments, allocations or distributions. Any special allocations of items of income or gain pursuant to this Section 4.02(e) shall be taken into account in computing subsequent allocations pursuant to this Section 4.02 so that the net amount of any items so allocated and all other items allocated to each Limited Partner pursuant to this Section 4.02 shall, to the extent possible, be equal to the net amount that would have been allocated to each such Limited Partner pursuant to the provisions of this Section 4.02 if such unexpected adjustments, allocations or distributions had not occurred.

(f)          If the Partnership incurs any nonrecourse liabilities, income and gain shall be allocated in accordance with the “minimum gain chargeback” provisions of Treasury Regulations Sections 1.704-1(b)(4)(iv) and 1.704-2.

(g)          The Board may determine, in its sole discretion, to adjust the Capital Accounts of the Limited Partners (i) in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) to reflect the fair market value (as determined by the Board in good faith) of

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Partnership property whenever Limited Partnership Units are relinquished to the Partnership, whenever additional Limited Partnership Units are issued pursuant to Section 5.2 of the Master Agreement, whenever new Limited Partnership Units are issued in respect of additional Capital Contributions pursuant to Section 5.3 of the Master Agreement, whenever a new Limited Partner is admitted to the Partnership in accordance with Section 5.4 of the Master Agreement and Section 5.01 of this Separate Series Agreement, upon any termination of the Partnership within the meaning of Section 708 of the Code, and when the Partnership is liquidated pursuant to Article X of the Master Agreement, and (ii) in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(e) in the case of a distribution of any property (other than cash).

(h)          All elections, decisions and other matters concerning the allocation of profits, gains and losses among the Limited Partners, and accounting procedures, not specifically and expressly provided for by the terms of this Separate Series Agreement, shall be determined by the Board in good faith. Such determination made in good faith by the Board shall, absent manifest error, be final and conclusive as to all Limited Partners.

Article V
ADMISSIONS AND WITHDRAWALS OF LIMITED PARTNERS

Section 5.01.    Admissions of Limited Partners.  The Board may from time to time admit additional Limited Partners to the New Series, or may permit the Limited Partner to withdraw or resign from the New Series, only as provided and to the extent permitted in the Master Agreement. Any additional Limited Partners admitted by the Board may be issued Units, and shall make a Capital Contribution as determined by the Board as provided and to the extent permitted in the Master Agreement. If a new Limited Partner or new Limited Partners are admitted by the Board, this Separate Series Agreement shall be amended to address the fact that the New Series has multiple Limited Partners, including provisions addressing the new classification of the New Series as a partnership (rather than a disregarded entity) for U.S. tax purposes.

Section 5.02.    Withdrawals of Limited Partners.  In accordance with Section 4.4(b) of the Master Agreement, if the New Series ceases to hold any Company Securities, the Board shall cause, at its sole discretion, either (a) the Limited Partners to withdraw from the New Series and the termination of the New Series, or (b) the winding-down and liquidation of the Partnership.

Article VI
COMPANY EXPENSES; BOOKS AND RECORDS; TAX MATTERS

Section 6.01.    Fees and Expenses.  The Board may, acting in its good-faith discretion, reserve amounts to pay the Partnership’s organizational, administrative and operating expenses, contingent liabilities and fees before any distributions are made to the Limited Partners.

Section 6.02.    Records and Information.  The books and records of the New Series shall be maintained at the principal office and place of business of the New Series.

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Article VII
MISCELLANEOUS PROVISIONS

Section 7.01.    Notices.

(a)          All notices, requests and other communications hereunder must be in writing (which may be a writing in or attached to an email or other electronic transmission) and will be deemed to have been duly given when delivered to the recipient if delivered personally, when sent to the recipient via a nationally recognized overnight courier, when sent to the recipient via facsimile, or sent to the recipient via email, to the Limited Partner at the address given for such Limited Partner on Schedule A to this Separate Series Agreement or such other address as such Limited Partner may specify by notice to the Partnership or the Series.

(b)          All such notices, requests and other communications will (i) if delivered personally to the address as provided in Section 7.01(a) be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number or by email to the email address as provided in Section 7.01(a), be deemed given upon being sent and (iii) if delivered by overnight courier to the address as provided in Section 7.01(a), be deemed given on the earlier of the first Business Day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section 7.01).

Section 7.02.    Entire Agreement and Incorporation by Reference.  Except as otherwise expressly set forth in this Separate Series Agreement, this Separate Series Agreement, the Master Agreement and the other agreements referred to in the Master Agreement embody the complete agreement and understanding between the parties to this Separate Series Agreement with respect to the subject matter of this Separate Series Agreement and supersede and preempt any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter of this Separate Series Agreement in any way, including any term sheet or other summary of terms relating to this Separate Series Agreement.

Section 7.03.    Governing Law; Jurisdiction.  ALL ISSUES AND QUESTIONS CONERNING THE APPLICATION, CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS SEPARATE SERIES AGREEMENT AND THE EXHIBITS AND SCHEDULES TO THIS SEPARATE SERIES AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, AND SPECIFICALLY THE ACT, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS SEPARATE SERIES AGREEMENT (INCLUDING AGAINST ANY DIRECTOR OR OFFICER OF THE PARTNERSHIP) SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE BROUGHT SOLELY IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE AND EACH PARTNER HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURT FOR THE PURPOSE OF SUCH

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SUITS, LEGAL ACTIONS OR PROCEEDINGS. IN ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING, EACH PARTNER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO IT AT ITS ADDRESS SET FORTH IN THE BOOKS AND RECORDS OF THE PARTNERSHIP. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN ANY SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 7.04.    Amendments.  Notwithstanding any provision herein to the contrary, this Separate Series Agreement may only be amended pursuant to Section 14.6 of the Master Agreement.

Section 7.05.    Severability.  Whenever possible, each provision of this Separate Series Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Separate Series Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Separate Series Agreement.

Section 7.06.    Further Assurances.  In connection with this Separate Series Agreement and the transactions contemplated hereby, each Limited Partner shall execute and deliver any additional documents and instruments and perform any additional acts that the Board determines to be necessary or appropriate to effectuate and perform the provisions of this Separate Series Agreement and those transactions.

Section 7.07.    Binding Effect.  Except as otherwise provided to the contrary in this Separate Series Agreement, this Separate Series Agreement shall be binding upon and inure to the benefit of the Limited Partners, their distributees, heirs, legal representatives, executors, administrators, successors and permitted assigns.

Section 7.08.    Waivers.  No waiver of any breach of any of the terms of this Separate Series Agreement shall be effective unless such waiver is made expressly in writing and executed and delivered by the party against whom such waiver is claimed. No waiver of any breach shall be deemed to be a further or continuing waiver of such breach or a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof, or the exercise of any other right, power or remedy.

Section 7.09.    Third Parties.  This Separate Series Agreement is made solely for the benefit of the parties hereto and no other Person shall have any rights, interest, or claims hereunder or otherwise be entitled to any benefits under or on account of this Separate Series

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Agreement as a third-party beneficiary or otherwise, including the Company and its Subsidiaries or any creditor of the Partnership.

Section 7.10.    Counterparts; Facsimile or Email.  This Separate Series Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and shall be binding upon the Limited Partner who executed the same, but all of such counterparts shall constitute the same agreement.

Section 7.11.    Classification for United States Tax Purposes.  The New Series shall be classified as a disregarded entity for United States tax purposes.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated.

TCP-ASC ACHI SERIES LLLP
By:	TCP-ASC GP, LLC
Its:	General Partner
By:	/s/ Glenn F. Miller
	Name:	Glenn F. Miller
	Title:	Vice President

LIMITED PARTNER:
TI IV ACHI HOLDINGS, LP
By:	TI IV ACHI Holdings GP, LLC
Its:	General Partner
By:	/s/ Glenn F. Miller
	Name:	Glenn F. Miller
	Title:	Vice President

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SCHEDULE A

NAME AND ADDRESS OF LIMITED PARTNER

Name	Address
TI IV ACHI Holdings, LP	c/o TowerBrook Capital Partners L.P.
	Park East Avenue Tower
	65 East 55th St, 27th Floor
	New York, NY 10022
	Attn: Glenn Miller and Evan Goldman

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SCHEDULE B
LIMITED PARTNERS SCHEDULE

Name	Capital Contribution	Limited Partnership Units
TI IV ACHI Holdings, LP	0	55

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Exhibit B

EXECUTION VERSION

separate series agreement

OF

TCP-ASC ACHI LLLP, SERIES AS

DATED AS OF DECEMBER 7, 2015

table of contents

		Page
Article I
NEW SERIES
Section 1.01.	Creation of New Series	B-1
Article II
DEFINED TERMS
Section 2.01.	Definitions	B-2
Section 2.02.	Reference to Schedules	B-2
Article III
CAPITAL
Section 3.01.	Capital Accounts	B-2
Section 3.02.	Return of Capital	B-4
Section 3.03.	No Interest on Capital Contribution	B-4
Article IV
ALLOCATIONS
Section 4.01.	Calculation of Profits and Losses	B-4
Section 4.02.	Allocation of Profits and Losses and Capital Account Maintenance	B-4
Article V
ADMISSIONS AND WITHDRAWALS OF LIMITED PARTNERS
Section 5.01.	Admissions of Limited Partners	B-6
Section 5.02.	Withdrawals of Limited Partners	B-6
Article VI
COMPANY EXPENSES; BOOKS AND RECORDS; TAX MATTERS
Section 6.01.	Fees and Expenses	B-6
Section 6.02.	Records and Information	B-6
Article VII
MISCELLANEOUS PROVISIONS
Section 7.01.	Notices	B-7
Section 7.02.	Entire Agreement and Incorporation by Reference	B-7
Section 7.03.	Governing Law; Jurisdiction	B-7
Section 7.04.	Amendments	B-8
Section 7.05.	Severability	B-8
Section 7.06.	Further Assurances	B-8

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Section 7.07.	Binding Effect	B-8
Section 7.08.	Waivers	B-8
Section 7.09.	Third Parties	B-8
Section 7.10.	Counterparts; Facsimile or Email	B-9
Section 7.11.	Classification for United States Tax Purposes	B-9

Schedule A	Name and Address of Limited Partner
Schedule B	Limited Partners Schedule

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Separate sERIES AGREEMENT

OF

TCP-ASC ACHI LLLP, Series AS

THIS SEPARATE SERIES AGREEMENT, dated as of December 7, 2015 (this “Separate Series Agreement”), is entered into by and between the undersigned.

WITNESSETH:

WHEREAS, TCP-ASC ACHI Series LLLP (the “Partnership”) was heretofore formed as a Delaware series limited liability limited partnership and is governed under and pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq., as amended from time to time (the “Act”) and the Master Agreement (as defined below);

WHEREAS, pursuant to Section 17-218 of the Act and Section 2.6 of the Master Agreement, the Board established a new Series, designated TCP-ASC ACHI LLLP, Series AS (the “New Series”), on December 7, 2015; and

WHEREAS, it is intended by the parties hereto that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the New Series be enforceable only against the assets of the New Series, and not against the assets of the Partnership generally or any other Series, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Partnership generally or any other Series shall be enforceable against the assets of the New Series.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises of the parties hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article I
NEW SERIES

Section 1.01.    Creation of New Series.  Subject to Section 5.4 of the Master Agreement, in accordance with Section 2.6 of the Master Agreement, the Board established the New Series, which is a “Series” for purposes of the Master Agreement. For all purposes of the Act, this Separate Series Agreement together with the series agreements of all other “Series” established by the Partnership and the Master Agreement constitute the “partnership agreement” of the Partnership within the meaning of the Act, and all parties to this Separate Series Agreement hereby agree to be bound by all the terms of the Master Agreement. This Separate Series Agreement is incorporated by reference into the Master Agreement. The terms and provisions of this Separate Series Agreement may have the effect of altering, supplementing or amending the terms and provisions of the Master Agreement. To the extent that any of the terms or provisions

of this Separate Series Agreement conflict with any of the terms or provisions of the Master Agreement, the terms of the Master Agreement shall control.

Article II
DEFINED TERMS

Section 2.01.    Definitions.  Terms used but not defined herein shall have the meaning assigned thereto in the Limited Liability Limited Partnership Agreement of the Partnership, dated as of December 7, 2015 (as amended from time to time, the “Master Agreement”). As used herein, the following terms shall have the following meanings.

“Act” has the meaning set forth in the Recitals.

“Capital Account” has the meaning set forth in Section 3.01(a).

“Limited Partner” or “Limited Partners” means, for purposes of this Separate Series Agreement, a Limited Partner who holds Units in this New Series, in such amounts and with such Capital Contributions as set forth in Schedule B to this Separate Series Agreement, as well as each Limited Partner who is hereby admitted as Limited Partner of the New Series in accordance with the terms of the Master Agreement and this Separate Series Agreement.

“New Series” has the meaning set forth in recitals.

“Partnership” has the meaning set forth in the recitals.

“Separate Series Agreement” has the meaning set forth in the preamble.

Section 2.02.    Reference to Schedules.  The Board shall maintain and revise from time to time all schedules referred to in this Separate Series Agreement in accordance with this Separate Series Agreement. Notwithstanding anything in Section 14.6 of the Master Agreement to the contrary, any such revision shall not be deemed an amendment to this Separate Series Agreement, and shall not require any act, vote or approval of any Person. The New Series shall not be obligated by this Separate Series Agreement to distribute to the Limited Partners copies of such schedules.

Article III
CAPITAL

Section 3.01.    Capital Accounts.

(a)        The New Series shall maintain separate capital accounts (a “Capital Account”) for each Limited Partner in accordance with the following provisions:

(i)          Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Limited Partner to the New Series pursuant to this Separate Series Agreement, such Limited Partner’s allocable share of Profits and any items in the nature of income or gains that are specially allocated to such Limited

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Partner pursuant to Section 4.02, and the amount of any liabilities of the Series assumed by such Limited Partner or that are secured by any property distributed to such Limited Partner.

(ii)         Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Limited Partner pursuant to this Separate Series Agreement, such Limited Partner’s allocable share of Losses and any items in the nature of deductions or losses that are specially allocated to such Limited Partner pursuant to Section 4.02 and the amount of any liabilities of such Limited Partner assumed by the New Series or that are secured by any property contributed by such Limited Partner to the New Series.

(iii)        If any Unit is Transferred in accordance with Article XII of the Master Agreement, the Transferee shall succeed to the Capital Account of the Transferor to the extent it relates to the Transferred Unit.

Upon any revaluation described in paragraph (B) of the definition of “Book Value” in Section 1.1 of the Master Agreement, the Capital Accounts of the Limited Partners shall be adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). The foregoing provisions and the other provisions of this Separate Series Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board may authorize such modifications.

(b)          Definition of Profits and Losses. “Profits” and “Losses” mean, for each Taxable Year or other period, an amount equal to the New Series’ taxable income or loss, respectively, for such Taxable Year or other period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(c)          The computation of all items of income, gain, loss and deduction shall include tax-exempt income and those items described in Treasury Regulation Section 1.704-1(b)(2)(iv)(i), without regard to the fact that such items are not includable in gross income or are not deductible for federal income tax purposes.

(d)          If the Book Value of any New Series property is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property (provided that if the Book Value of any Partnership property is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f)(5)(i), the allocation of gain or loss shall be made immediately prior to the related acquisition of the interest in the Partnership).

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(e)          Items of income, gain, loss or deduction attributable to the disposition of New Series property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property.

(f)          Items of depreciation, amortization and other cost recovery deductions with respect to Partnership property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the property’s Book Value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

(g)          To the extent an adjustment to the adjusted tax basis of any New Series property pursuant to Code Section 732(d), 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis); provided, however, that amounts otherwise taken into account for purposes of Section 4.02 shall not be taken into account again hereunder.

Section 3.02.    Return of Capital.  Except upon the dissolution of the Partnership or the termination of the New Series or as otherwise provided herein or in the Master Agreement, no Limited Partner shall have the right to resign or withdraw from the Partnership or this New Series or to demand or to receive the return of all or any part of its Capital Account or its Capital Contributions.

Section 3.03.    No Interest on Capital Contribution.  No Limited Partner shall be paid interest on any of its Capital Contributions or on its Capital Accounts.

Article IV
ALLOCATIONS

Section 4.01.    Calculation of Profits and Losses.  The profits and losses of the New Series shall be determined for each fiscal year in accordance with U.S. generally accepted accounting principles in effect from time to time.

Section 4.02.    Allocation of Profits and Losses and Capital Account Maintenance.

(a)          If at any time the New Series has only one Limited Partner, all items of income, gain, loss and deduction shall be allocated to the sole Limited Partner, and none of the other provisions set forth in this Section 4.02 shall apply.

(b)          If a new Limited Partner or new Limited Partners are admitted by the Board (to the extent permitted in the Master Agreement), Section 4.02(a) shall not apply. Except as otherwise set forth in this Section 4.02, for Capital Account purposes, all items of income, gain, loss and deduction shall be allocated among the Limited Partners in a manner such that if the Partnership were dissolved, its affairs wound up and its assets distributed to the Limited Partners in accordance with their respective Capital Account balances immediately after making such

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allocation, such distributions would, as nearly as possible, be equal to the distributions that would be made pursuant to Section 3.01(a).

(c)          For federal, state and local income tax purposes, items of income, gain, loss, deduction and credit shall be allocated to the Limited Partners in accordance with the allocations of the corresponding items for Capital Account purposes under this Section 4.02, except that items with respect to which there is a difference between tax and book basis will be allocated in accordance with Section 704(c) of the Code and the Treasury Regulations thereunder (including, but not limited to, Treasury Regulations Section 1.704-1(b)(4)(i)).

(d)          Notwithstanding any provision of this Section 4.02, no item of deduction or loss shall be allocated to a Limited Partner to the extent that such allocation would cause a negative balance in such Limited Partner’s Capital Account (after taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) that exceeds the sum of (i) the amount that such Limited Partner would be required to reimburse the Partnership pursuant to this Separate Series Agreement or under applicable law, and (ii) the amount that such Limited Partner is deemed obligated to reimburse pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5). If some but not all of the Limited Partners would have such excess Capital Account deficits as a consequence of such allocation of loss or deduction, the limitation set forth in this Section 4.02(d) shall be applied on a Limited Partner-by-Limited Partner basis so as to allocate the maximum permissible deduction or loss to each Limited Partner under Treasury Regulations Section 1.704-1(b)(2)(ii)(d). If any loss or deduction shall be specially allocated to a Limited Partner pursuant to the preceding sentence, an equal amount of income of the Partnership shall be specially allocated to such Limited Partner prior to any allocation pursuant to Section 4.02(b).

(e)          If any Limited Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), items of Partnership income and gain shall be specially allocated to such Limited Partner in an amount and manner sufficient to eliminate as quickly as possible any deficit balance in its Capital Account in excess of that permitted under Section 4.02(d) created by such adjustments, allocations or distributions. Any special allocations of items of income or gain pursuant to this Section 4.02(e) shall be taken into account in computing subsequent allocations pursuant to this Section 4.02 so that the net amount of any items so allocated and all other items allocated to each Limited Partner pursuant to this Section 4.02 shall, to the extent possible, be equal to the net amount that would have been allocated to each such Limited Partner pursuant to the provisions of this Section 4.02 if such unexpected adjustments, allocations or distributions had not occurred.

(f)          If the Partnership incurs any nonrecourse liabilities, income and gain shall be allocated in accordance with the “minimum gain chargeback” provisions of Treasury Regulations Sections 1.704-1(b)(4)(iv) and 1.704-2.

(g)          The Board may determine, in its sole discretion, to adjust the Capital Accounts of the Limited Partners (i) in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) to reflect the fair market value (as determined by the Board in good faith) of

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Partnership property whenever Limited Partnership Units are relinquished to the Partnership, whenever additional Limited Partnership Units are issued pursuant to Section 5.2 of the Master Agreement, whenever new Limited Partnership Units are issued in respect of additional Capital Contributions pursuant to Section 5.3 of the Master Agreement, whenever a new Limited Partner is admitted to the Partnership in accordance with Section 5.4 of the Master Agreement and Section 5.01 of this Separate Series Agreement, upon any termination of the Partnership within the meaning of Section 708 of the Code, and when the Partnership is liquidated pursuant to Article X of the Master Agreement, and (ii) in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(e) in the case of a distribution of any property (other than cash).

(h)          All elections, decisions and other matters concerning the allocation of profits, gains and losses among the Limited Partners, and accounting procedures, not specifically and expressly provided for by the terms of this Separate Series Agreement, shall be determined by the Board in good faith. Such determination made in good faith by the Board shall, absent manifest error, be final and conclusive as to all Limited Partners.

Article V
ADMISSIONS AND WITHDRAWALS OF LIMITED PARTNERS

Section 5.01.    Admissions of Limited Partners. The Board may from time to time admit additional Limited Partners to the New Series, or may permit the Limited Partner to withdraw or resign from the New Series, only as provided and to the extent permitted in the Master Agreement. Any additional Limited Partners admitted by the Board may be issued Units, and shall make a Capital Contribution as determined by the Board as provided and to the extent permitted in the Master Agreement. If a new Limited Partner or new Limited Partners are admitted by the Board, this Separate Series Agreement shall be amended to address the fact that the New Series has multiple Limited Partners, including provisions addressing the new classification of the New Series as a partnership (rather than a disregarded entity) for U.S. tax purposes.

Section 5.02.    Withdrawals of Limited Partners. In accordance with Section 4.4(b) of the Master Agreement, if the New Series ceases to hold any Company Securities, the Board shall cause, at its sole discretion, either (a) the Limited Partners to withdraw from the New Series and the termination of the New Series, or (b) the winding-down and liquidation of the Partnership.

Article VI
COMPANY EXPENSES; BOOKS AND RECORDS; TAX MATTERS

Section 6.01.    Fees and Expenses.  The Board may, acting in its good-faith discretion, reserve amounts to pay the Partnership’s organizational, administrative and operating expenses, contingent liabilities and fees before any distributions are made to the Limited Partners.

Section 6.02.    Records and Information.  The books and records of the New Series shall be maintained at the principal office and place of business of the New Series.

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Article VII
MISCELLANEOUS PROVISIONS

Section 7.01.    Notices.

(a)          All notices, requests and other communications hereunder must be in writing (which may be a writing in or attached to an email or other electronic transmission) and will be deemed to have been duly given when delivered to the recipient if delivered personally, when sent to the recipient via a nationally recognized overnight courier, when sent to the recipient via facsimile, or sent to the recipient via email, to the Limited Partner at the address given for such Limited Partner on Schedule A to this Separate Series Agreement or such other address as such Limited Partner may specify by notice to the Partnership or the Series.

(b)          All such notices, requests and other communications will (i) if delivered personally to the address as provided in Section 7.01(a) be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number or by email to the email address as provided in Section 7.01(a), be deemed given upon being sent and (iii) if delivered by overnight courier to the address as provided in Section 7.01(a), be deemed given on the earlier of the first Business Day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section 7.01).

Section 7.02.    Entire Agreement and Incorporation by Reference.  Except as otherwise expressly set forth in this Separate Series Agreement, this Separate Series Agreement, the Master Agreement and the other agreements referred to in the Master Agreement embody the complete agreement and understanding between the parties to this Separate Series Agreement with respect to the subject matter of this Separate Series Agreement and supersede and preempt any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter of this Separate Series Agreement in any way, including any term sheet or other summary of terms relating to this Separate Series Agreement.

Section 7.03.    Governing Law; Jurisdiction.  ALL ISSUES AND QUESTIONS CONERNING THE APPLICATION, CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS SEPARATE SERIES AGREEMENT AND THE EXHIBITS AND SCHEDULES TO THIS SEPARATE SERIES AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, AND SPECIFICALLY THE ACT, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS SEPARATE SERIES AGREEMENT (INCLUDING AGAINST ANY DIRECTOR OR OFFICER OF THE PARTNERSHIP) SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE BROUGHT SOLELY IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE AND EACH PARTNER HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURT FOR THE PURPOSE OF SUCH

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SUITS, LEGAL ACTIONS OR PROCEEDINGS. IN ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING, EACH PARTNER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO IT AT ITS ADDRESS SET FORTH IN THE BOOKS AND RECORDS OF THE PARTNERSHIP. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN ANY SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 7.04.    Amendments.  Notwithstanding any provision herein to the contrary, this Separate Series Agreement may only be amended pursuant to Section 14.6 of the Master Agreement.

Section 7.05.    Severability.  Whenever possible, each provision of this Separate Series Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Separate Series Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Separate Series Agreement.

Section 7.06.    Further Assurances.  In connection with this Separate Series Agreement and the transactions contemplated hereby, each Limited Partner shall execute and deliver any additional documents and instruments and perform any additional acts that the Board determines to be necessary or appropriate to effectuate and perform the provisions of this Separate Series Agreement and those transactions.

Section 7.07.    Binding Effect.  Except as otherwise provided to the contrary in this Separate Series Agreement, this Separate Series Agreement shall be binding upon and inure to the benefit of the Limited Partners, their distributees, heirs, legal representatives, executors, administrators, successors and permitted assigns.

Section 7.08.    Waivers.  No waiver of any breach of any of the terms of this Separate Series Agreement shall be effective unless such waiver is made expressly in writing and executed and delivered by the party against whom such waiver is claimed. No waiver of any breach shall be deemed to be a further or continuing waiver of such breach or a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof, or the exercise of any other right, power or remedy.

Section 7.09.    Third Parties.  This Separate Series Agreement is made solely for the benefit of the parties hereto and no other Person shall have any rights, interest, or claims hereunder or otherwise be entitled to any benefits under or on account of this Separate Series

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Agreement as a third-party beneficiary or otherwise, including the Company and its Subsidiaries or any creditor of the Partnership.

Section 7.10.    Counterparts; Facsimile or Email.  This Separate Series Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and shall be binding upon the Limited Partner who executed the same, but all of such counterparts shall constitute the same agreement.

Section 7.11.    Classification for United States Tax Purposes.  The New Series shall be classified as a disregarded entity for United States tax purposes.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated.

TCP-ASC ACHI SERIES LLLP
By:	TCP-ASC GP, LLC
Its:	General Partner
By:	/s/ Glenn F. Miller
	Name:	Glenn F. Miller
	Title:	Vice President
LIMITED PARTNER:
ASCENSION HEALTH ALLIANCE D/B/A ASCENSION
By:	/s/ Anthony J. Speranzo
	Name:	Anthony J. Speranzo
	Title:	Executive Vice President and Chief Financial Officer

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SCHEDULE A

NAME AND ADDRESS OF LIMITED PARTNER

Name	Address
Ascension Health Alliance	101 S. Hanley Road
	Suite 450
	St. Louis, MO 63105

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SCHEDULE B
LIMITED PARTNERS SCHEDULE

Name	Capital Contribution	Limited Partnership Units
Ascension Health Alliance	0	45

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Exhibit C

FORM OF JOINDER TO

SERIES LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT

THIS JOINDER (this “Joinder”) to the Series Limited Liability Limited Partnership Agreement of TCP-ASC ACHI Series LLLP, a Delaware series limited liability limited partnership (the “Partnership”), dated as of December 7, 2015, as amended or restated from time to time, by and among the Partners of the Partnership (the “Agreement”), is made and entered into as of _________ by and between the Partnership and ________________ (“Holder”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.

WHEREAS, on the Effective Date, Holder has acquired ______ [Common Units of TCP-ASC ACHI Series LLLP] from _____________ and the Agreement, the applicable Separate Series Agreement and the Partnership require Holder, as a holder of such [Common Units], to become a party to the Agreement and the applicable Separate Series Agreement, and Holder agrees to do so in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:

1.   Agreement to be Bound. Holder hereby (i) acknowledges that it has received and reviewed a complete copy of the Agreement and the applicable Separate Series Agreement and (ii) agrees that upon execution of this Joinder, it shall become a party to the Agreement and the applicable Separate Series Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement and the applicable Separate Series Agreement as though an original party thereto and shall be deemed, and is hereby admitted as, a Limited Partner for all purposes thereof and entitled to all the rights incidental thereto.

2.   Limited Partners Schedule. For purposes of the Limited Partners Master Schedule, the address of the Holder is as follows:

[Name]

[Address]

3.   Governing Law. This Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflicts of laws.

4.   Counterparts. This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

5.   Descriptive Headings. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.

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IN WITNESS WHEREOF, the parties hereto have executed this Joinder to the Series Limited Liability Limited Partnership Agreement of TCP-ASC ACHI Series LLLP as of the date set forth in the introductory paragraph hereof.

TCP-ASC ACHI SERIES LLLP
By:	TCP-ASC GP, LLC, its General Partner
By:
	Name:	Glenn F. Miller
	Title:	Vice President
[HOLDER]
By:
	Name:
	Title:

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