WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement) is entered into and effective as of June 21, 2022 by and among R1 RCM Holdco Inc., a Delaware corporation (f/k/a R1 RCM Inc.; f/k/a Accretive Health, Inc.) (Old R1 RCM), R1 RCM Inc., a Delaware corporation (f/k/a Project Roadrunner Parent Inc.) (New R1 RCM), and IHC Health Services, Inc. (Holder).
WHEREAS, Old R1 RCM previously issued to Holder a Warrant, dated as of January 23, 2018 (the Warrant), governing the Holders right to purchase up to a total of 1,500,000 shares of common stock, $0.01 par value per share, of Old R1 RCM (the Old R1 RCM Common Stock);
WHEREAS, Old R1 RCM and New R1 RCM are parties to that certain Transaction Agreement and Plan of Merger (the Transaction Agreement), dated as of January 9, 2022, with Project Roadrunner Merger Sub Inc., formerly a wholly owned subsidiary of New R1 RCM (R1 Merger Sub), Revint Holdings, LLC, a Delaware limited liability company (Cloudmed), Coyco 1, L.P., a Delaware limited partnership, Coyco 2, L.P., a Delaware limited partnership, and, solely for certain purposes set forth therein, NMC Ranger Holdings, LLC, a Delaware limited liability company, pursuant to which Old R1 RCM purchased Cloudmed and its affiliated entities;
WHEREAS, in connection with such acquisition and pursuant to the Transaction Agreement, R1 Merger Sub merged with and into Old R1 RCM with Old R1 RCM as the surviving entity, which resulted in (i) each issued and outstanding share of Old R1 RCM Common Stock being automatically exchanged into an equivalent corresponding share of common stock, $0.01 par value per share, of New R1 RCM (the New R1 RCM Common Stock), and (ii) Old R1 RCM becoming a wholly owned subsidiary of New R1 RCM;
WHEREAS, as a result of the foregoing, New R1 RCM is the successor issuer to Old R1 RCM pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, and New R1 RCM will become a publicly traded company with the New R1 Common Stock listed on The Nasdaq Global Select Market under the ticker symbol RCM; and
WHEREAS, as a result of the foregoing, the parties hereto wish for Old R1 RCM to assign to New R1 RCM all of Old R1 RCMs rights, interests and obligations in and under the Warrant and for New R1 RCM to accept such assignment, and assume all of Old R1 RCMs obligations thereunder, in each case, effective upon the closing of the transactions contemplated by the Transaction Agreement (the Closing).
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereby agree as follows:
1. Assignment and Assumption of Warrant. Old R1 RCM hereby assigns, and New R1 RCM hereby accepts and assumes, effective as of the Closing, all of Old R1 RCMs rights, interests and obligations in and under the Warrant, and New R1 hereby accepts and assumes, effective as of the Closing, the due and punctual performance and observance of each and every covenant and condition of the Warrant to be performed and observed by Old R1 RCM. Unless the context otherwise requires, from and after the Closing, any references in the Warrant to: (i) the Company shall mean New R1 RCM; (ii) Common Stock, Warrant Share or Warrant Shares shall mean the New R1 Common Stock; and (iii) the Board of Directors or the Board shall mean the board of directors of New R1 RCM.
2. Acknowledgement. Holder acknowledges and agrees to the provisions set forth in Section 1 hereof.