866621_3 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

LINDA WONG, Individually and on Behalf of 

All Others Similarly Situated, 

Plaintiff, 

vs. 

ACCRETIVE HEALTH, INC., et al., 

Defendants. 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

No. 1:12-cv-03102 

CLASS ACTION 

Judge Sharon Johnson Coleman 

Magistrate Judge Arlander Keys 

SETTLEMENT AGREEMENT 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 1 of 90 PageID #:2221
- 1 - 

866621_3 

This Settlement Agreement dated September 19, 2013 (the “Stipulation” or the “Settlement 

Agreement”), submitted pursuant to Rule 23 of the Federal Rules of Civil Procedure and Rule 408 of 

the Federal Rules of Evidence, embodies a settlement (the “Settlement”) made and entered into by 

and among the following Settling Parties: (i) Lead Plaintiff Indiana State Police Benefit System 

(“Indiana Police” or “Lead Plaintiff”), on behalf of itself and each of the members of the Class, as 

defined in ¶¶1.3-1.4, infra, on the one hand, and (ii) Defendants Accretive Health, Inc. (“Accretive 

Health” or the “Company” ), Mary A. Tolan, and John T. Staton (collectively, “Defendants”) on the 

other hand, by and through their counsel of record in the above-captioned consolidated litigation 

pending in the United States District Court for the Northern District of Illinois (the “Action”). The

Stipulation is intended by the Settling Parties to fully, finally, and forever resolve, discharge, and

settle the Released Claims, upon and subject to the terms and conditions hereof and subject to the 

approval of the Court. Throughout this Stipulation, all capitalized terms used, but not immediately 

defined, have the meanings given to them in Section IV.1, infra. 

I. THE LITIGATION 

This case is currently pending before the Honorable Sharon Johnson Coleman in the United 

States District Court for the Northern District of Illinois (the “Court”) and was brought on behalf of

the Class (to be certified for settlement purposes) of all persons, without geographic limitation, who

purchased or otherwise acquired Accretive Health common stock during the period from November 

10, 2010 through and including April 27, 2012 (the “Class Period”), or their successor in interest, 

and who were damaged by Defendants’ alleged violations of Sections 10(b) and/or 20(a) of the 

Securities Exchange Act of 1934. The initial complaint was filed on April 26, 2012, and on August 

13, 2012, the Court appointed Indiana Police as Lead Plaintiff and the firm Robbins Geller Rudman 

& Dowd LLP as Lead Counsel. On October 12, 2012, Lead Plaintiff filed the operative Complaint, 

which alleges that during the Class Period, Defendants made false and misleading statements to 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 2 of 90 PageID #:2222
- 2 - 

866621_3 

investors concerning Accretive Health’s allegedly illegal business practices, including debt 

collection processes and procedures, which Lead Plaintiff alleges artificially inflated Accretive 

Health’s stock price and when the truth was eventually disclosed, resulted in substantial damages to 

the Class. 

From the outset of the litigation, Defendants have denied all of these allegations and 

consistently maintained that they never made any statement to the market that was or that they 

believed was false or misleading, nor did they ever direct anyone to make public statements that 

were or that they believed were false and misleading. Defendants believed at the time and still 

believe that, during the Class Period and at all other times, Accretive Health’s public statements 

were truthful, accurate and not misleading, including those statements relating to Accretive Health’s 

business relationships, debt collection and data security practices, and compliance programs. As a 

result, and as argued in their motion to dismiss the Action, which is pending at the time of this 

Settlement, Defendants contend that Lead Plaintiff did not plead an actionable claim and cannot 

prove any element of securities fraud, including, but not limited to, scienter. 

On December 11, 2012, Defendants filed their Motion to Dismiss the Action, alleging that 

Lead Plaintiff’s Complaint failed to state a claim for relief. Lead Plaintiff filed its opposition on

March 1, 2013, and Defendants filed their reply on March 29, 2013. At the time the Settling Parties 

reached an agreement to settle the Action, Defendants’ Motion to Dismiss was pending before the 

Court. 

During the litigation, the Settling Parties participated in a full-day mediation session with 

well-respected mediator, Jed Melnick, who has extensive experience mediating complex class action 

litigations such as this Action. The parties ultimately agreed to settle the Action based upon a 

Mediator’s Proposal issued by Jed Melnick. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 3 of 90 PageID #:2223
- 3 - 

866621_3 

II. CLAIMS OF LEAD PLAINTIFF AND BENEFITS OF SETTLEMENT

Lead Plaintiff and Lead Counsel believe that the claims asserted in the Action have merit. 

But Lead Plaintiff and Lead Counsel recognize and acknowledge the expense and length of 

continued proceedings necessary to prosecute the Action against the Defendants through trial, and 

have considered the limited funds available to satisfy a judgment. Lead Plaintiff and Lead Counsel 

also have taken into account the uncertain outcome and risks in connection with the Court’s pending 

Motion to Dismiss decision, Lead Plaintiff’s forthcoming motion for class certification, Defendants’ 

anticipated summary judgment motion, and a jury trial, especially in complex matters such as this 

Action, as well as the risks posed by and the difficulties and delays relating to post-trial motions, and 

potential appeals of the Court’s determination of said motions, or the verdict of a jury. Lead Plaintiff 

and Lead Counsel also are aware of the risks presented by the defenses to the securities law 

violations asserted in the Action. Lead Plaintiff and Lead Counsel believe that the Settlement set 

forth in this Stipulation confers substantial benefits upon the Class in light of the circumstances 

present here. Based on their evaluation, Lead Plaintiff and Lead Counsel have determined that the 

Settlement set forth in this Stipulation is in the best interests of Lead Plaintiff and the Class. 

III. THE DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY

The Defendants have denied and continue to deny that they have violated the federal 

securities laws or any laws and maintain that their conduct was at all times proper and in compliance 

with all applicable provisions of law. Defendants have denied and continue to deny specifically each 

and all of the claims and contentions alleged in the Action, along with all charges of wrongdoing or 

liability against them arising out of any of the conduct, statements, acts or omissions alleged, or that 

could have been alleged, in the Action. Defendants also have denied and continue to deny, inter 

alia, the allegations that any of the Defendants made, knowingly or otherwise, any material 

misstatements or omissions; that any member of the Class has suffered any damages; that the price 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 4 of 90 PageID #:2224
- 4 - 

866621_3 

of Accretive Health common stock was artificially inflated by reason of the alleged 

misrepresentations, omissions, or otherwise; or that the members of the Class were harmed by the 

conduct alleged in the Action or that could have been alleged as part of the Action. In addition, the

Defendants maintain that they have meritorious defenses to all claims alleged in the Action. 

Nonetheless, taking into account the uncertainty, risks, and costs inherent in any litigation, 

especially in complex cases such as this Action, Defendants have concluded that further conduct of 

the Action could be protracted and distracting. Defendants have, therefore, determined that it is 

desirable and beneficial to them that the Action be settled in the manner and upon the terms and 

conditions set forth in this Stipulation. As set forth in ¶¶9.2-9.3 below, this Stipulation shall in no 

event be construed as or deemed to be evidence of an admission or concession by Defendants or any 

of the Released Persons with respect to any claim of any fault or liability or wrongdoing or damage 

whatsoever. 

IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT 

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among Lead 

Plaintiff (for itself and the members of the Class), on the one hand, and Defendants, on the other 

hand, by and through their respective counsel of record, that, subject to the approval of the Court, 

pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, in consideration of the benefits 

flowing to the parties from the Settlement set forth herein, the Released Claims shall be finally and 

fully compromised, settled, and released, and the Action shall be dismissed with prejudice, as to 

Lead Plaintiff and the Defendants, upon and subject to the terms and conditions of the Stipulation, as

follows. 

1. Definitions 

As used in the Stipulation the following terms have the meanings specified below: 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 5 of 90 PageID #:2225
- 5 - 

866621_3 

1.1 “Authorized Claimant” means any member of the Class who submits a timely and 

valid Proof of Claim and Release form and whose claim for recovery has been allowed pursuant to 

the terms of the Stipulation. 

1.2 “Claims Administrator” means the firm of Gilardi & Co. LLC. 

1.3 “Class” means all persons, without geographic limitation, who purchased or 

otherwise acquired Accretive Health common stock during the period from November 10, 2010 

through and including April 27, 2012, or their successor in interest, and who were damaged by 

Defendants’ alleged violations of Sections 10(b) and/or 20(a) of the Securities Exchange Act of 

1934. Excluded from the Class are Defendants, the current officers and directors of the Company, 

members of their immediate families, any entity in which a Defendant has a controlling interest, and 

the legal representatives, heirs, successors or assigns of any such excluded party. Also excluded 

from the Class are those Persons who timely and validly exclude themselves therefrom. 

1.4 “Class Member” means a Person who falls within the definition of the Class as set 

forth in ¶1.3 of this Stipulation. 

1.5 “Class Period” means the period from November 10, 2010 through and including 

April 27, 2012. 

1.6 “Defendants” means Accretive Health, Mary A. Tolan, and John T. Staton. 

1.7 “Effective Date” means the first date by which all of the events and conditions 

specified in ¶8.1 of the Stipulation have been met and have occurred. 

1.8 “Escrow Account” means the account controlled by the Escrow Agent. 

1.9 “Escrow Agent” means Robbins Geller Rudman & Dowd LLP or its successor(s). 

1.10 “Final” means when the last of the following with respect to the Judgment approving 

the Settlement, in the form of Exhibit B attached hereto, shall occur: (i) the expiration of the time to 

file a motion to alter or amend the Judgment under Federal Rule of Civil Procedure 59(e) has passed 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 6 of 90 PageID #:2226
- 6 - 

866621_3 

without any such motion having been filed; (ii) the expiration of the time in which to appeal the 

Judgment has passed without any appeal having been taken; and (iii) if a motion to alter or amend is 

filed or if an appeal is taken, the determination of that motion or appeal in such a manner as to 

permit the consummation of the Settlement, in accordance with the terms and conditions of this 

Stipulation. For purposes of this paragraph, an “appeal” shall include any petition for a writ of 

certiorari or other writ that may be filed in connection with approval or disapproval of this 

Settlement, but shall not include any appeal that concerns only the issue of attorneys’ fees and 

expenses or any Plan of Distribution of the Settlement Fund. 

1.11 “Judgment” means the judgment and order of dismissal with prejudice to be rendered 

by the Court upon approval of the Settlement, substantially in the form attached hereto as Exhibit B. 

1.12 “Lead Counsel” means Robbins Geller Rudman & Dowd LLP, 655 West Broadway, 

Suite 1900, San Diego, CA 92101. 

1.13 “Lead Plaintiff” means Indiana State Police Benefit System. 

1.14 “Net Settlement Fund” means the portion of the Settlement Fund that shall be 

distributed to Authorized Claimants as allowed by the Stipulation, the Plan of Distribution, or the 

Court, after provision for the amounts set forth in ¶6.4 of this Stipulation. 

1.15 “Person” means an individual, corporation, partnership, limited partnership, 

association, joint stock company, estate, legal representative, trust, unincorporated association, 

government or any political subdivision or agency thereof, and any business or legal entity and his, 

her or its spouses, heirs, predecessors, successors, representatives, or assignees. 

1.16 “Plaintiffs’ Counsel” means any counsel who filed a complaint in the Action or any 

action that has been consolidated with the Action. 

1.17 “Plan of Distribution” means a plan or formula of allocation of the Net Settlement 

Fund whereby the Settlement Fund shall be distributed to Authorized Claimants after payment of 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 7 of 90 PageID #:2227
- 7 - 

866621_3 

expenses of notice and administration of the Settlement, Taxes and Tax Expenses and such 

attorneys’ fees, costs, expenses, and interest and other expenses as may be awarded by the Court. 

Any Plan of Distribution is not part of the Stipulation and the Released Persons shall have no 

responsibility or liability with respect to the Plan of Distribution. 

1.18 “Related Persons” means, with respect to the Defendants, each and all of their 

respective present or former parents, subsidiaries, affiliates, successors and assigns, and each and all 

of their respective present or former officers, directors, employees, employers, attorneys, 

accountants, financial advisors, commercial bank lenders, insurers, reinsurers, investment bankers, 

representatives, general and limited partners and partnerships, heirs, executors, administrators, 

successors, affiliates, agents, spouses, associates, and assigns of each of them or any trust of which

any Defendant and/or their Related Persons is the settlor or which is for the benefit of any Defendant

and/or their Related Persons and/or member(s) of his or her family and any entity in which any such 

Defendant and/or their Related Persons has a controlling interest. 

1.19 “Released Claims” means any and all claims, causes of action, rights, actions, suits, 

obligations, debts, demands, judgments, agreements, promises, liabilities, damages, losses, 

controversies, costs, expenses or attorney fees, of every nature and description whatsoever that were,

may have been, or could have been asserted in the Action and whether direct or indirect, now known 

or unknown, suspected or unsuspected, accrued or unaccrued, in law or in equity whether having 

arisen or yet to arise, including, without limitation, any claims of violations of federal or state 

securities laws and any federal or state claims of fraud, intentional misrepresentation, negligent 

misrepresentation, negligence, gross negligence, breach of duty of care and/or breach of duty of 

loyalty, breach of fiduciary duty, or violations of any state or federal statutes, rules or regulations 

(including “Unknown Claims” as defined in ¶1.23 hereof), that have been or could have been alleged 

or asserted now or in the future by the Lead Plaintiff or any Class Member against the Defendants or 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 8 of 90 PageID #:2228
- 8 - 

866621_3 

any of them or any of the Released Persons in this Action or in any other court action or before any 

administrative body, tribunal, arbitration panel, or other adjudicatory body, arising out of, relating to, 

or in connection with: (a) both a Class Member’s purchase(s) or acquisition(s) of Accretive Health 

common stock during the Class Period and the acts, facts, transactions, events, occurrences, 

disclosures, statements, omissions, or failures to act that were alleged, may have been alleged, or 

could have been alleged in the Action; or (b) any claims relating to the institution, prosecution, 

assertion, settlement, or resolution of the Action. For the avoidance of doubt, Released Claims does 

not include the claims alleged as of the date of this Settlement Agreement in the actions captioned: 

Tiffany M. Hughes v. Accretive Health, Inc., et al., Civil Action No. 13-cv-3688 (N.D. Ill.); Marvin 

H. Maurras Revocable Trust et al. v. Edgar M. Bronfman, Jr., et al., Civil Action No. 12-cv-03395 

(N.D. Ill.); Zhao v. Tolan et al., No. 12-cv-06019 (N.D. Ill.); Robert Doyle v. Mary A. Tolan, et al., 

Civil Action No. 8008-VCP (Del. Ch.); and In re Accretive Health Inc. Derivative Litigation, Case 

No. 12-CH-23754 (Il. Ch. Ct.). 

1.20 “Released Persons” means each and all of Defendants and each and all of their 

Related Persons. 

1.21 “Settlement Fund” means Fourteen Million Dollars ($14,000,000.00) in cash paid by 

or behalf of Defendants pursuant to ¶3.1 of this Stipulation, together with all interest and income 

earned thereon after being transferred to an account controlled by the Escrow Agent. Such amount is 

paid as consideration for full and complete settlement of all the Released Claims. 

1.22 “Settling Parties” means Defendants and Lead Plaintiff on behalf of itself and the 

Class Members. 

1.23 “Unknown Claims” means any Released Claims which Lead Plaintiff or any Class 

Member does not know or suspect to exist in his, her or its favor at the time of the release of the 

Released Persons which, if known by him, her or it, might have affected his, her or its settlement 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 9 of 90 PageID #:2229
- 9 - 

866621_3 

with and release of the Released Persons, or might have affected his, her or its decision not to object 

to this Settlement. With respect to any and all Released Claims, the Settling Parties stipulate and 

agree that, upon the Effective Date, Lead Plaintiff shall expressly and each of the Class Members 

shall be deemed to have, and by operation of the Judgment shall have, expressly waived to the fullest 

extent permitted by law the provisions, rights, and benefits of California Civil Code §1542, which 

provides: 

A general release does not extend to claims which the creditor does not 

know or suspect to exist in his or her favor at the time of executing the release, 

which if known by him or her must have materially affected his or her 

settlement with the debtor. 

Lead Plaintiff shall expressly and each of the Class Members shall be deemed to have, and by 

operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits 

conferred by any law of any state or territory of the United States, or principle of common law, 

which is similar, comparable, or equivalent to California Civil Code §1542. Lead Plaintiff and Class 

Members may hereafter discover facts in addition to or different from those which he, she or it now 

knows or believes to be true with respect to the subject matter of the Released Claims, but Lead 

Plaintiff shall expressly, and each Class Member, upon the Effective Date, shall be deemed to have, 

and by operation of the Judgment shall have, fully, finally, and forever settled and released any and 

all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, 

whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of 

law or equity now existing or coming into existence in the future, including, but not limited to, 

conduct that is negligent, intentional, with or without malice, or a breach of any duty, law, or rule,

without regard to the subsequent discovery or existence of such different or additional facts, whether

or not previously or currently asserted in any action. Lead Plaintiff acknowledges, and the Class 

Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 10 of 90 PageID #:2230
- 10 - 

866621_3 

waiver was separately bargained for and an essential term of the Settlement of which this release is a

part. 

2. CAFA Notice 

2.1 Pursuant to the Class Action Fairness Act (“CAFA”), no later than ten (10) days after 

the Settlement Agreement is filed with the Court, the Claims Administrator shall, at Defendants’ 

expense, serve proper notice of the proposed Settlement upon the United States Attorney General 

and each State Attorney General. Simultaneously, the Claims Administrator shall provide a copy of 

such notice as well as proof of service of such notice to counsel for Lead Plaintiff and Defendants. 

3. The Settlement 

a. The Settlement Fund 

3.1 Defendants shall cause Fourteen Million Dollars ($14,000,000.00) to be transferred to 

an account controlled by the Escrow Agent within fifteen (15) business days after the later of (a) the

order granting the motion for preliminary approval or (b) the receipt by Defendants’ counsel of 

wire/check payee instructions and a Form W-9 providing the tax identification number for the 

Escrow Account. These funds, together with any interest and income earned thereon once 

transferred, shall constitute the Settlement Fund. 

b. The Escrow Agent 

3.2 The Escrow Agent shall invest the Settlement Fund deposited pursuant to ¶3.1 hereof 

in instruments backed by the full faith and credit of the United States Government or fully insured by

the United States Government or an agency thereof and shall reinvest the proceeds of these 

instruments as they mature in similar instruments at their then-current market rates. All costs and 

risks related to the investment of the Settlement Fund in accordance with the guidelines set forth in 

this paragraph shall be borne by the Settlement Fund. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 11 of 90 PageID #:2231
- 11 - 

866621_3 

3.3 The Escrow Agent shall not disburse the Settlement Fund except (a) as provided in 

the Stipulation, (b) by an order of the Court, or (c) with the written agreement of counsel for the 

Settling Parties. 

3.4 Subject to further order(s) and/or directions as may be made by the Court, or as 

provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are 

consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for, 

interest in, or liability whatsoever with respect to, the actions of the Escrow Agent, or any 

transaction executed by the Escrow Agent. 

3.5 All funds held by the Escrow Agent shall be deemed and considered to be in custodia 

legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such 

funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 

3.6 Prior to the Effective Date, the Escrow Agent, without further approval of Defendants 

or the Court, may pay from the Settlement Fund up to $500,000.00 in notice and administration costs 

associated with the administration of the Settlement, including, without limitation: the cost of 

identifying and locating members of the Class, mailing the Notice of Pendency and Proposed 

Settlement of Class Action and Proof of Claim and Release and publishing notice (such amount shall 

include, without limitation, the actual costs of publication, printing and mailing the Notice, and 

reimbursement to nominee owners for forwarding notice to their beneficial owners), soliciting Class 

claims, assisting with the filing of claims, administering and distributing the Net Settlement Fund to

Authorized Claimants, processing Proof of Claim and Release forms, and paying escrow fees and 

costs, if any, and the administrative expenses incurred and fees charged by the Claims Administrator 

in connection with providing notice and processing the submitted claims (“Class Notice and 

Administration Costs”). Prior to the Effective Date, payment of any Class Notice and 

Administration Costs exceeding $500,000.00 shall require notice to and agreement from the 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 12 of 90 PageID #:2232
- 12 - 

866621_3 

Defendants, through Defendants’ counsel, which agreement shall not be unreasonably refused. 

Subsequent to the Effective Date, without further approval by Defendants or the Court, the 

Settlement Fund may be used by Lead Counsel to pay reasonable and necessary Class Notice and 

Administration Costs in excess of $500,000.00. 

c. Taxes 

Qualified Settlement Fund 

3.7 (a) The Settling Parties agree to treat the Settlement Fund as being at all times a 

“Qualified Settlement Fund” within the meaning of Treasury Regulation §1.468B-1. In addition, the 

Escrow Agent shall timely make such elections as necessary or advisable to carry out the provisions 

of this ¶3.7, including the “relation-back election” (as defined in Treasury Regulation §1.468B-1) 

back to the earliest permitted date. Such elections shall be made in compliance with the procedures 

and requirements contained in such regulations. It shall be the responsibility of the Escrow Agent to

timely and properly prepare and deliver the necessary documentation for signature by all necessary 

parties, and thereafter to cause the appropriate filing to occur. 

(b) For the purpose of §468B of the Internal Revenue Code of 1986, as amended, 

and the regulations promulgated thereunder, the “administrator” shall be the Escrow Agent. Lead 

Counsel shall timely and properly file all informational and other tax returns necessary or advisable 

with respect to the Settlement Fund (including, without limitation, the returns described in Treasury 

Regulation §1.468B-2(k)). Such returns (as well as the election described in ¶3.7(a) hereof) shall be

consistent with this ¶3.7 and in all events shall reflect that all Taxes (including any estimated Taxes, 

interest, or penalties) on the income earned by the Settlement Fund shall be paid out of the 

Settlement Fund as provided in ¶3.7(c) hereof. 

(c) All (a) Taxes (including any estimated Taxes, interest, or penalties) arising 

with respect to the income earned by the Settlement Fund, including any Taxes or tax detriments that 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 13 of 90 PageID #:2233
- 13 - 

866621_3 

may be imposed upon the Released Persons or their counsel with respect to any income earned by 

the Settlement Fund for any period during which the Settlement Fund does not qualify as a 

“Qualified Settlement Fund” for federal or state income tax purposes (“Taxes”), and (b) expenses 

and costs incurred in connection with the operation and implementation of this ¶3.7 (including, 

without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs 

and expenses relating to filing (or failing to file) the returns described in this ¶3.7) (“Tax Expenses”), 

shall be paid out of the Settlement Fund; in all events the Released Persons and their counsel shall 

have no liability or responsibility for the Taxes or the Tax Expenses. The Settlement Fund shall 

indemnify and hold each of the Released Persons and their counsel harmless for Taxes and Tax 

Expenses (including, without limitation, Taxes payable by reason of any such indemnification). 

Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of

the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund 

without prior order from the Court, and the Escrow Agent shall be obligated (notwithstanding 

anything herein to the contrary) to withhold from distribution to Authorized Claimants any funds 

necessary to pay such amounts, including the establishment of adequate reserves for any Taxes and 

Tax Expenses (as well as any amounts that may be required to be withheld under Treasury 

Regulation §1.468B-2(l)(2)); neither the Released Persons nor their counsel are responsible nor shall 

they have any liability therefor. The Settling Parties hereto agree to cooperate with the Escrow 

Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry

out the provisions of this ¶3.7. 

d. Termination of Settlement 

3.8 In the event the Stipulation: (i) is not approved; (ii) is terminated, canceled, or fails to 

become effective for any reason, including, without limitation, in the event the Judgment is reversed 

or vacated following any appeal taken therefrom; or (iii) is successfully collaterally attacked, the 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 14 of 90 PageID #:2234
- 14 - 

866621_3 

Settlement Fund (including accrued interest) less expenses actually incurred or due and owing for 

Class Notice and Administration Costs, Taxes or Tax Expenses pursuant to ¶¶3.6 or 3.7, shall be 

refunded pursuant to written instructions from Defendants’ counsel. 

4. Notice Order and Settlement Hearing 

4.1 Promptly after execution of the Stipulation, the Settling Parties shall submit the 

Stipulation together with its exhibits (the “Exhibits”) to the Court and shall apply for entry of an 

order (the “Notice Order”), in the form of Exhibit A attached hereto, requesting, inter alia, the 

preliminary approval of the Settlement set forth in the Stipulation, certification of the Class for 

settlement purposes, and approval for the mailing of a settlement notice (the “Notice”) and 

publication of a summary notice, in the forms of Exhibits A-1 and A-3 attached hereto. The Notice 

shall include the general terms of the Settlement set forth in the Stipulation, the proposed Plan of 

Distribution, the general terms of the Fee and Expense Application, and the date of the Settlement 

Hearing. 

4.2 Lead Counsel shall request that after notice is given to the Class, the Court hold a 

hearing (the “Settlement Hearing”) and approve the Settlement of the Action as set forth herein. At 

or after the Settlement Hearing, Lead Counsel also shall request that the Court approve the proposed 

Plan of Distribution and the Fee and Expense Application. 

5. Releases 

5.1 Upon the Effective Date, Lead Plaintiff and each of the Class Members (who have not 

validly opted out of the Class) and their predecessors, successors, agents, representatives, attorneys, 

and affiliates, and the heirs, executors, administrators, successors, and assigns of each of them shall 

be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, 

relinquished, and discharged against the Released Persons (whether or not such Class Members 

execute and deliver the Proof of Claim and Release forms) any and all Released Claims (including, 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 15 of 90 PageID #:2235
- 15 - 

866621_3 

without limitation, Unknown Claims), as well as any claims arising out of, relating to, or in 

connection with, the defense, settlement, or resolution of the Action or the Released Claims. 

5.2 Upon the Effective Date, Lead Plaintiff and each of the Class Members who have not 

validly opted out of the Class shall be permanently barred and enjoined from the assertion, 

institution, maintenance, prosecution, or enforcement against any Released Person, in any state or 

federal court or arbitral forum, or in the court of any foreign jurisdiction, of any and all Released 

Claims (including, without limitation, Unknown Claims), as well as any claims arising out of, 

relating to, or in connection with, the defense, settlement, or resolution of the Action or the Released 

Claims. 

5.3 The Proof of Claim and Release to be executed by Class Members shall release all 

Released Claims against the Released Persons and shall be substantially in the form contained in 

Exhibit A-2 attached hereto. 

5.4 Upon the Effective Date, each of the Released Persons shall be deemed to have, and 

by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and 

discharged Lead Plaintiff, each and all of the Class Members, and Plaintiffs’ Counsel from all claims 

(including, without limitation, Unknown Claims) arising out of, relating to, or in connection with, 

the institution, prosecution, assertion, settlement, or resolution of the Action or the Released Claims. 

6. Administration and Calculation of Claims, Final Awards, and 

Supervision and Distribution of the Settlement Fund

6.1 The Claims Administrator, subject to such supervision and direction of the Court as 

may be necessary or as circumstances may require, shall provide notice of the Settlement to the 

Class, shall administer and calculate the claims submitted by Class Members, and shall oversee 

distribution of the Net Settlement Fund to Authorized Claimants. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 16 of 90 PageID #:2236
- 16 - 

866621_3 

6.2 Within five (5) calendar days after execution of this Stipulation, counsel for 

Defendants shall provide the Claims Administrator with a list of names and addresses of record 

holders of Accretive Health common stock during the Class Period. This information shall be 

provided in an electronic format acceptable to the Claims Administrator. Defendants shall be 

responsible for any costs or expenses related to providing this information. 

6.3 In accordance with the schedule set forth in the Notice Order, Lead Counsel will 

cause to be mailed by the Claims Administrator to all shareholders of record, identified on the 

Claims Administrator’s list, the Notice, substantially in the form of Exhibit A-1 attached hereto, and

a Proof of Claim and Release, substantially in the form of Exhibit A-2 attached hereto. The Notice 

shall set forth the terms of the Stipulation, including the proposed Plan of Distribution and Lead 

Counsel’s request for attorneys’ fees and expenses; the date and time of the Settlement Hearing; the 

right to object to the Settlement, proposed Plan of Distribution, or request for fees and expenses; the 

right to appear at the Settlement Hearing; and the right to request exclusion from the Class. The 

Notice and Proof of Claim and Release form shall also be posted on the Claims Administrator’s 

website. In accordance with the schedule set forth in the Notice Order, a summary notice, 

substantially in the form of Exhibit A-3 attached hereto, will also be published once in the national 

edition of Investor’s Business Daily and once over Business Wire. The cost of providing such notice 

shall be paid out of the Settlement Fund. 

6.4 The Settlement Fund shall be applied as follows: 

(a) to pay Plaintiffs’ Counsel’s attorneys’ fees and expenses and Lead Plaintiff’s 

expenses (the “Fee and Expense Award”), if and to the extent allowed by the Court; 

(b) to pay all the costs and expenses reasonably and actually incurred in 

connection with providing notice, including locating Class Members, soliciting Class claims, 

assisting with the filing of claims, administering and distributing the Net Settlement Fund to 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 17 of 90 PageID #:2237
- 17 - 

866621_3 

Authorized Claimants, processing Proof of Claim and Release forms, and paying escrow fees and 

costs, if any; 

(c) to pay the Taxes and Tax Expenses described in ¶3.7 hereof; and 

(d) to distribute the Net Settlement Fund to Authorized Claimants as allowed by 

the Stipulation, the Plan of Distribution, or the Court. 

6.5 Upon the Effective Date and thereafter, and in accordance with the terms of the 

Stipulation, the Plan of Distribution, or such further approval and further order(s) of the Court as 

may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to 

Authorized Claimants, subject to and in accordance with the following. 

6.6 Each Person claiming to be an Authorized Claimant shall be required to submit to the 

Claims Administrator a completed Proof of Claim and Release, substantially in the form of Exhibit 

A-2 attached hereto, postmarked by no later than ninety (90) calendar days after the Notice Date (as 

defined in Exhibit A attached hereto), or such other time as may be set by the Court (the “Bar 

Date”), signed under penalty of perjury and supported by such documents as are specified in the 

Proof of Claim and Release and as are reasonably available to such Person. 

6.7 Except as otherwise ordered by the Court, all Class Members who fail to submit a 

Proof of Claim and Release by the Bar Date, or such other period as may be ordered by the Court, or 

who submit a Proof of Claim and Release that is rejected, shall be forever barred from receiving any 

payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects 

be subject to and bound by the provisions of the Stipulation, the releases contained herein, and the 

Judgment. Notwithstanding the foregoing, Lead Counsel may, in their discretion, accept for 

processing late-submitted claims so long as the distribution of the Net Settlement Fund to 

Authorized Claimants is not materially delayed. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 18 of 90 PageID #:2238
- 18 - 

866621_3 

6.8 The Claims Administrator shall calculate the claims of Authorized Claimants in 

accordance with the Plan of Distribution. Following the Effective Date, the Claims Administrator 

shall send to each Authorized Claimant his, her, or its pro rata share of the Net Settlement Fund. No 

distributions will be made to Authorized Claimants who would otherwise receive a distribution of 

less than $10.00. 

6.9 Defendants shall not have a reversionary interest in the Net Settlement Fund. If there 

is any balance remaining in the Net Settlement Fund after six (6) months from the date of the initial 

distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, distribute such balance 

among Authorized Claimants who negotiated the checks sent to them in the initial distribution and 

who would otherwise receive a minimum of $10.00. These redistributions shall be repeated until the 

balance remaining in the Net Settlement Fund is de minimis and such remaining balance shall then 

be donated to an appropriate non-profit organization designated by Lead Counsel. 

6.10 The Released Persons shall have no responsibility for, interest in, or liability 

whatsoever with respect to the distribution of the Net Settlement Fund, the Plan of Distribution, the 

determination, administration, or calculation of claims, the payment or withholding of Taxes, or any 

losses incurred in connection therewith. 

6.11 Defendants shall take no position with respect to the Plan of Distribution or any other 

such plan as may be approved by the Court. 

6.12 It is understood and agreed by the Settling Parties that any proposed Plan of 

Distribution of the Net Settlement Fund including, but not limited to, any adjustments to an 

Authorized Claimant’s claim set forth therein, is not a part of the Stipulation and is to be considered 

by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy 

of the Settlement set forth in the Stipulation, and any order or proceeding relating to the Plan of 

Distribution shall not operate to terminate or cancel the Stipulation or affect the finality of the 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 19 of 90 PageID #:2239
- 19 - 

866621_3 

Court’s Judgment approving the Stipulation and the Settlement set forth therein, or any other orders 

entered pursuant to the Stipulation. Class Members and Defendants shall be bound by the terms of 

this Stipulation, irrespective of whether the Court disapproves or modifies the Plan of Distribution. 

6.13 No Person shall have any claim against Lead Plaintiff, Plaintiffs’ Counsel, Released 

Persons, Defendants’ counsel, or the Claims Administrator based on distributions made substantially 

in accordance with the Settlement, the Stipulation, and the Plan of Distribution, or otherwise as 

further ordered by the Court. 

7. Lead Counsel’s Attorneys’ Fees and Expenses 

7.1 Lead Counsel may submit an application or applications (the “Fee and Expense 

Application”) for distributions from the Settlement Fund for (a) an award of attorneys’ fees to be 

paid out of the Settlement Fund plus (b) expenses in connection with prosecuting the Action, plus 

interest on both amounts. Lead Plaintiff may submit a request for its expenses in representing the 

Class. Any and all such fees, expenses and costs awarded by the Court (whether payable to Lead 

Counsel or Lead Plaintiff) shall be payable solely out of the Settlement Fund. 

7.2 The attorneys’ fees and expenses, and costs, as awarded by the Court, shall be paid to 

Lead Counsel from the Settlement Fund, as ordered, immediately following the final approval 

hearing and any order by the Court awarding such fees and expenses. This provision shall apply 

notwithstanding timely objections to, potential for appeal from, or collateral attack on, the 

Settlement or the award of fees and expenses. Lead Counsel shall thereafter allocate the attorneys’ 

fees amongst other Plaintiffs’ Counsel in a manner that Lead Counsel in good faith believes reflects 

the contributions of such counsel to the prosecution and settlement of the Action. Any such awards 

shall be paid solely by the Settlement Fund. In the event that the Judgment or the order awarding 

such fees and expenses paid to Lead Counsel pursuant to ¶7.1 is reversed or modified, or if the 

Settlement is cancelled or terminated for any reason, then Lead Counsel shall, in an amount 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 20 of 90 PageID #:2240
- 20 - 

866621_3 

consistent with such reversal or modification, refund such fees or expenses to the Settlement Fund, 

plus interest earned thereon at the same rate as earned on the Settlement Fund, within twenty (20) 

business days from receiving notice from Defendants’ counsel or from a court of competent 

jurisdiction. Any refunds required pursuant to this paragraph shall be the joint and several obligation 

of each Plaintiffs’ Counsel receiving fees or expenses to make appropriate refunds or repayments to 

the Settlement Fund. Each Plaintiffs’ Counsel, as a condition of receiving such fees, expenses 

and/or costs on behalf of itself and each partner and/or shareholder of it, agrees that its law firm and 

its partners and/or shareholders are subject to the jurisdiction by the Court for the purpose of 

enforcing the provisions of this paragraph. Without limitation, each Plaintiffs’ Counsel agrees that 

the Court may, upon application of Defendants and notice to Lead Counsel, summarily issue orders 

including, but not limited to, judgments and attachment orders and may make appropriate findings of 

or sanctions for contempt, should such law firm fail timely to repay fees and expenses pursuant to 

this ¶7.2. 

7.3 The procedure for and the allowance or disallowance by the Court of the Fee and 

Expense Application, to be paid out of the Settlement Fund, are not part of the Settlement set forth in 

the Stipulation, and any order or proceeding relating to the Fee and Expense Application, or any 

appeal from any order relating thereto or reversal or modification thereof, shall not operate to 

terminate or cancel the Stipulation, or affect or delay the finality of the Judgment approving the 

Stipulation and the Settlement of the Action. 

7.4 Released Persons, other than Defendants’ insurers, shall have no responsibility for 

any payment of attorneys’ fees and expenses to Lead Counsel or any Class Member’s counsel. 

Neither Defendants nor Defendants’ insurers shall have any responsibility for any payment of 

attorneys’ fees and expenses to Lead Counsel or any Class Member’s counsel apart from payment of 

the Settlement Fund pursuant to ¶3.1. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 21 of 90 PageID #:2241
- 21 - 

866621_3 

7.5 Released Persons shall have no responsibility for the allocation among Plaintiffs’ 

Counsel or any Class Member’s counsel, and/or any other Person who may assert some claim 

thereto, of any Fee and Expense Award that the Court may make in the Action. 

8. Conditions of Settlement, Effect of Disapproval, Cancellation, 

or Termination 

8.1 The Effective Date of the Stipulation shall be conditioned on the occurrence of all of 

the following events: 

(a) execution of the Stipulation and such other documents as may be required to 

obtain final Court approval of the Stipulation in a form satisfactory to the Settling Parties; 

(b) the Settlement Fund amount has been deposited with the Escrow Agent; 

(c) Defendants have not exercised their option to terminate the Stipulation 

pursuant to ¶8.3 hereof; 

(d) the Court has entered the Notice Order, substantially in the form of Exhibit A 

hereto, as required by ¶4.1 hereof; 

(e) the Court has entered the Judgment that, inter alia, dismisses with prejudice 

the Action, as to Lead Plaintiff and the Defendants, as set forth above; and 

(f) the Judgment has become Final, as defined in ¶1.10 hereof. 

8.2 Upon the occurrence of all of the events referenced in ¶8.1 hereof, any and all 

remaining interest or right of Defendants in or to the Settlement Fund, if any, shall be absolutely and 

forever extinguished. If all of the conditions specified in ¶8.1 hereof are not met, then the 

Stipulation shall be canceled and terminated subject to ¶8.4 hereof unless Lead Counsel and counsel 

for Defendants mutually agree in writing to proceed with the Settlement. 

8.3 If, prior to the Settlement Hearing, Persons who otherwise would be members of the 

Class have timely requested exclusion from the Class in accordance with the provisions of the Notice 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 22 of 90 PageID #:2242
- 22 - 

866621_3 

Order and the Notice given pursuant thereto, and such Persons in the aggregate purchased or 

otherwise acquired a number of shares of Accretive Health common stock during the Class Period in 

an amount greater than the sum specified in a separate Supplemental Agreement Regarding Requests 

for Exclusion (“Supplemental Agreement”) executed between Lead Plaintiff and Defendants, 

Defendants shall have the option (which option must be exercised unanimously) to terminate this 

Stipulation and Settlement in accordance with the procedures set forth in the Supplemental 

Agreement. The Supplemental Agreement will not be filed with the Court unless and until a dispute 

between Lead Plaintiff and Defendants concerning its interpretation or application arises. Copies of 

all requests for exclusion received, together with copies of all written revocations of requests for 

exclusion, shall be promptly delivered to Defendants’ counsel by Lead Counsel. Defendants may 

terminate the Stipulation and Settlement by serving written notice of termination on the Court and 

Lead Counsel on or before five (5) business days after the receipt of all of the copies of the requests 

for exclusion, on or before five (5) business days after the Court grants additional time for exclusion 

for any reason, or on or before three (3) business days before the Settlement Hearing, whichever 

occurs last. In the event that the Defendants serve a written notice of termination, the Defendants 

may withdraw their written notice of termination by providing written notice of such withdrawal to 

Lead Counsel and to the Court by no later than 5:00 PM Eastern Time on the day prior to the 

Settlement Hearing, or by such later date as shall be agreed upon in writing as between Lead 

Counsel and Defendants’ counsel. Lead Plaintiff agrees that it shall not elect to opt out from the 

Class. 

8.4 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or 

be canceled, or shall not become effective for any reason, within five (5) business days after written

notification of such event is sent by counsel for Defendants or Lead Counsel to the Escrow Agent, 

the Settlement Fund (including accrued interest), less expenses which have either been incurred or 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 23 of 90 PageID #:2243
- 23 - 

866621_3 

disbursed pursuant to ¶¶3.6 or 3.7 hereof, shall be refunded pursuant to written instructions from 

Defendants’ counsel. At the request of counsel for Defendants, the Escrow Agent or its designee 

shall apply for any tax refund owed on the Settlement Fund and pay the proceeds, after deduction of 

any expenses incurred in connection with such application(s) for refund, at the written direction of 

Defendants’ counsel. 

8.5 In the event that the Stipulation is not approved by the Court or the Settlement set 

forth in the Stipulation is terminated or fails to become effective in accordance with its terms, the 

Settling Parties shall be restored to their respective positions in the Action as of August 14, 2013. In 

such event, the terms and provisions of the Stipulation, with the exception of ¶¶1.1-1.23, 3.6-3.8, 

7.2, 8.4-8.5 and 9.3-9.5 hereof, shall have no further force and effect with respect to the Settling 

Parties and shall not be used in this Action or in any other proceeding for any purpose, and any 

Judgment or order entered by the Court in accordance with the terms of the Stipulation shall be 

treated as vacated, nunc pro tunc, and the Settling Parties shall be deemed to return to their status as 

of August 14, 2013, and shall be required to present an amended trial schedule to the Court. No 

order of the Court or modification or reversal on appeal of any such order of the Court concerning 

the Plan of Distribution or the amount of any attorneys’ fees, costs, and expenses, and interest 

awarded by the Court to Lead Counsel or Lead Plaintiff shall constitute grounds for cancellation or 

termination of the Stipulation. 

8.6 Lead Counsel shall have the right but not the obligation to terminate the Settlement 

fifteen (15) calendar days after the failure of Defendants to timely pay the Settlement Fund. 

9. Miscellaneous Provisions 

9.1 The Settling Parties (a) acknowledge that it is their intent to consummate this 

Stipulation; and (b) agree to cooperate to the extent reasonably necessary to effectuate and 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 24 of 90 PageID #:2244
- 24 - 

866621_3 

implement all terms and conditions of the Stipulation and to exercise their best efforts to accomplish

the foregoing terms and conditions of the Stipulation expeditiously. 

9.2 The Settling Parties intend this Settlement to be a final and complete resolution of all 

disputes between them with respect to the Action. The Settlement shall not be deemed an admission 

by any Settling Party or any of the Released Persons as to the merits of any claim or defense. The 

Settling Parties and their counsel agree that they shall not assert any claims of any violation of Rule 

11 of the Federal Rules of Civil Procedure relating to the prosecution, defense or settlement of the 

Action, and the Final Judgment shall contain a finding that all Settling Parties and their counsel 

complied with the requirements of Rule 11 with respect to the institution, prosecution, defense, and 

resolution of the Action. The Settling Parties agree that the amount paid to the Settlement Fund and 

the other terms of the Settlement were negotiated in good faith at arm’s length by the Settling Parties 

and reflect a settlement that was reached voluntarily after consultation with competent legal counsel. 

The Settling Parties reserve their right to rebut, in a manner that such party determines to be 

appropriate, any contention made in any public forum regarding the Action, including that the 

Action was brought or defended in bad faith or without a reasonable basis. 

9.3 Neither the Stipulation nor the Settlement contained herein, nor any act performed or 

document executed pursuant to or in furtherance of the Stipulation or the Settlement (a) is or may be 

deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim, 

or of any wrongdoing or liability of the Released Persons; or (b) is or may be deemed to be or may 

be used as an admission of, or evidence of, any fault or omission of any of the Released Persons; or 

(c) is or may be deemed to be or may be used as an admission or evidence that any claims asserted 

by Lead Plaintiff were not valid or that the amount recoverable was not greater than the Settlement 

amount, in any civil, criminal, or administrative proceeding in any court, administrative agency, or 

other tribunal. The Released Persons may file the Stipulation and/or the Judgment in any action that 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 25 of 90 PageID #:2245
- 25 - 

866621_3 

may be brought against them in order to support a defense or counterclaim based on principles of res

judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction or any other 

theory of claim preclusion or issue preclusion or similar defense or counterclaim. 

9.4 All agreements made and orders entered during the course of the Action relating to 

the confidentiality of documents and information shall survive this Stipulation. 

9.5 All of the Exhibits to the Stipulation are material and integral parts hereof and are 

fully incorporated herein by this reference. 

9.6 The Stipulation may be amended or modified only by a written instrument signed by 

or on behalf of all Settling Parties or their respective successors-in-interest. 

9.7 No waiver of any term or provision of this Settlement Agreement, or of any breach or 

default hereof or hereunder, shall be valid or effective unless in writing and signed by or on behalf of 

all Settling Parties or their respective successors-in-interest. No waiver of any term or provision of 

this Settlement Agreement, or of any breach or default hereof or hereunder, shall be construed as a 

waiver of the same or any other term or provision or of any previous or subsequent breach thereof. 

9.8 The Stipulation and the Exhibits attached (together with the Supplemental Agreement 

referred to in ¶8.3) hereto constitute the entire agreement among the Settling Parties and no 

representations, warranties, or inducements have been made to any Settling Party concerning the 

Stipulation or its Exhibits other than the representations, warranties, and covenants contained and 

memorialized in such documents. Except as otherwise provided herein (or, as between Defendants, 

in any separate agreements between them), each Settling Party shall bear its own costs. 

9.9 This Settlement Agreement shall be construed and interpreted to effectuate the intent 

of the Settling Parties, which is to resolve completely those claims and disputes, including in the 

Action, and as more fully described herein. If any provision of this Settlement Agreement shall be 

determined to be invalid, void, or illegal, such provision shall be construed and amended in a manner 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 26 of 90 PageID #:2246
- 26 - 

866621_3 

that would permit its enforcement, but in no event shall such provision affect, impair, or invalidate 

any other provision hereof. 

9.10 Neither the Class Members nor Defendants shall be bound by the Stipulation if the 

Court modifies material terms thereof, provided, however, that it shall not be a basis for Class 

Members to terminate the Settlement if the Court modifies any proposed Plan of Distribution or 

criteria for allocation of the Net Settlement Fund amongst Class Members, or the Plan of 

Distribution is modified on appeal. Nor shall it be a basis to terminate the Stipulation if the Court

disapproves of or modifies the terms of this Stipulation with respect to attorneys’ fees or expenses or 

the distribution of the Net Settlement Fund. Notwithstanding any such modification of the terms or 

Plan of Distribution or the Stipulation with respect to attorneys’ fees or expenses, Defendants and 

Defendants’ insurers shall be entitled to all benefits of the Settlement and shall not, under any 

circumstances, be called upon to contribute additional funds to the Settlement Fund. 

9.11 Lead Counsel, on behalf of the Class, are expressly authorized by Lead Plaintiff to 

take all appropriate action required or permitted to be taken by the Class pursuant to the Stipulation

to effectuate its terms and also are expressly authorized to enter into any modifications or 

amendments to the Stipulation on behalf of the Class which they deem appropriate. 

9.12 Lead Plaintiff and Lead Counsel represent and warrant that none of the Lead 

Plaintiff’s claims or causes of action referred to in this Action or this Stipulation has been assigned, 

encumbered, or in any manner transferred in whole or in part. 

9.13 Each counsel or other Person executing the Stipulation or any of its Exhibits on 

behalf of any Settling Party hereby warrants that such Person has the full authority to do so. 

9.14 All notices, requests, demands, claims, and other communications hereunder shall be 

in writing and shall be deemed duly given (i) when delivered personally to the recipient, (ii) one (1)

business day after being sent to the recipient by reputable overnight courier service (charges 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 27 of 90 PageID #:2247
- 27 - 

866621_3 

prepaid), or (iii) five (5) business days after being mailed to the recipient by certified or registered 

mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set 

forth below: 

If to Lead Plaintiff or to Lead Counsel: 

Ellen Gusikoff Stewart 

Robbins Geller Rudman & Dowd LLP 

655 West Broadway, Suite 1900 

San Diego, California 92101 

If to Defendants or to Defendants’ Counsel: 

Andrew B. Clubok 

Adam T. Humann 

Kirkland & Ellis LLP 

601 Lexington Avenue 

New York, New York 10022 

9.15 The Stipulation may be executed in one or more counterparts. All executed 

counterparts and each of them shall be deemed to be one and the same instrument. A complete set of 

executed counterparts shall be filed with the Court. 

9.16 The Stipulation shall be binding upon, and inure to the benefit of, the heirs, 

successors, and assigns of the Settling Parties hereto. 

9.17 The Court shall retain jurisdiction with respect to implementation and enforcement of 

the terms of the Stipulation, and all Settling Parties hereto submit to the jurisdiction of the Court for 

purposes of implementing and enforcing the Settlement embodied in the Stipulation. 

9.18 Pending approval of the Court of the Stipulation and its Exhibits, all proceedings in 

this Action shall be stayed and all members of the Class shall be barred and enjoined from 

prosecuting any of the Released Claims against any of the Released Persons. 

9.19 This Stipulation and the Exhibits hereto shall be considered to have been negotiated, 

executed, and delivered, and to be wholly performed, in the State of Illinois, and the rights and 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 28 of 90 PageID #:2248
- 28 - 

866621_3 

obligations of the parties to the Stipulation shall be construed and enforced in accordance with, and 

governed by, the internal, substantive laws of the State of Illinois, without giving effect to that 

State’s choice-of-law principles. 

IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be executed, by 

their duly authorized attorneys, dated September 19, 2013. 

ROBBINS GELLER RUDMAN 

 & DOWD LLP 

JAMES E. BARZ (IL Bar # 6255605) 

200 South Wacker Drive, 31st Floor 

Chicago, IL 60606 

Telephone: 312/674-4674 

312/674-4676 (fax) 

ROBBINS GELLER RUDMAN 

 & DOWD LLP 

ELLEN GUSIKOFF STEWART 

CODY R. LeJEUNE 

655 West Broadway, Suite 1900 

San Diego, CA 92101-8498 

Telephone: 619/231-1058 

619/231-7423 (fax) 

s/ Ellen Gusikoff Stewart 

ELLEN GUSIKOFF STEWART 

ROBBINS GELLER RUDMAN 

 & DOWD LLP 

DAVID J. GEORGE 

ROBERT J. ROBBINS 

120 East Palmetto Park Road, Suite 500 

Boca Raton, FL 33432 

Telephone: 561/750-3000 

561/750-3364 (fax) 

Lead Counsel for Plaintiffs 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 29 of 90 PageID #:2249
- 29 - 

866621_3 

KIRKLAND & ELLIS LLP 

LEONID FELLER 

s/ Leonid Feller 

LEONID FELLER 

300 North LaSalle 

Chicago, IL 60654 

Telephone: 312/862-2954 

312/862-2200 (fax) 

leonid.feller@kirkland.com 

ANDREW B. CLUBOK 

ADAM T. HUMANN 

601 Lexington Avenue 

New York, NY 10022 

Telephone: 212/446-4800 

212/446-4900 (fax) 

andrew.clubok@kirkland.com 

adam.humann@kirkland.com 

Counsel for Defendants 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 30 of 90 PageID #:2250
878793_1 

INDEX OF EXHIBITS TO SETTLEMENT AGREEMENT 

DOCUMENT EXHIBIT 

[Proposed] Order Preliminarily Approving 

Settlement and Providing for Notice 

A 

Notice of Pendency and Proposed Settlement of 

Class Action 

A-1 

Proof of Claim and Release Form A-2 

Summary Notice A-3 

[Proposed] Final Judgment and Order of 

Dismissal with Prejudice 

B 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 31 of 90 PageID #:2251
EXHIBIT A

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 32 of 90 PageID #:2252
866635_3 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

LINDA WONG, Individually and on Behalf of 

All Others Similarly Situated, 

Plaintiff, 

vs. 

ACCRETIVE HEALTH, INC., et al., 

Defendants. 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

No. 1:12-cv-03102 

CLASS ACTION 

Judge Sharon Johnson Coleman 

Magistrate Judge Arlander Keys 

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING 

FOR NOTICE 

EXHIBIT A 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 33 of 90 PageID #:2253
- 1 - 

866635_3 

WHEREAS, an action is pending before this Court styled Linda Wong vs. Accretive Health, 

Inc., et al., No. 1:12-cv-03102 (the “Action”); 

WHEREAS, the Settling Parties having made application, pursuant to Federal Rule of Civil 

Procedure 23(e), for an order preliminarily approving the settlement of this Action, in accordance 

with a Settlement Agreement dated September 19, 2013 (the “Settlement Agreement”), which, 

together with the Exhibits annexed thereto, sets forth the terms and conditions for a proposed 

settlement of the Action between the Settling Parties and for dismissal of the Action against the 

Defendants and their Related Persons with prejudice upon the terms and conditions set forth therein; 

and the Court having read and considered the Settlement Agreement and the Exhibits annexed 

thereto; and 

WHEREAS, unless otherwise defined, all defined terms herein have the same meanings as 

set forth in the Settlement Agreement. 

NOW, THEREFORE, IT IS HEREBY ORDERED: 

1. The Court does hereby preliminarily approve the Settlement Agreement and the 

Settlement set forth therein, subject to further consideration at the Settlement Hearing described 

below. 

2. A hearing (the “Settlement Hearing”) shall be held before this Court on 

___________, 2013 [a date approximately 90 days from the Notice Date], at _:__ _.m., at the United 

States District Court for the Northern District of Illinois, Everett McKinley Dirksen United States 

Courthouse, Courtroom 1425, 219 South Dearborn Street, Chicago, Illinois 60604, to certify a Class 

of Persons for settlement purposes, to determine whether the proposed Settlement of the Action on 

the terms and conditions provided for in the Settlement Agreement is fair, reasonable, and adequate 

to the Class and should be approved by the Court; to determine whether a Judgment as provided in 

¶1.11 of the Settlement Agreement should be entered; to determine whether the proposed Plan of 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 34 of 90 PageID #:2254
- 2 - 

866635_3 

Distribution should be approved; to determine any amount of fees and expenses that should be 

awarded to Lead Counsel for their service to the Class; to hear any objections by Class Members to 

the Settlement Agreement or Plan of Distribution or any award of fees and expenses to Plaintiffs’ 

Counsel and to Lead Plaintiff; and to consider such other matters as the Court may deem appropriate. 

3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court certifies a 

Class for settlement purposes only defined as: All persons, without geographic limitation, who 

purchased or otherwise acquired Accretive Health common stock during the period from November 

10, 2010 through and including April 27, 2012, or their successor in interest, and who were damaged 

by Defendants’ alleged violations of Sections 10(b) and/or 20(a) of the Securities Exchange Act of 

1934. Excluded from the Class are Defendants, the current officers and directors of the Company, 

members of their immediate families, any entity in which a Defendant has a controlling interest, and 

the legal representatives, heirs, successors or assigns of any such excluded party. Also excluded 

from the Class are those Persons who timely and validly exclude themselves therefrom. 

4. Pursuant to Rule 23(c) of the Federal Rules of Civil Procedure, the Court appoints for 

settlement purposes only the firm Gilardi & Co. LLC (“Claims Administrator”) to supervise and 

administer the notice procedure as well as the processing of claims as more fully set forth below: 

(a) Within five (5) calendar days after execution of this Stipulation, counsel for 

Defendants shall provide the Claims Administrator and Lead Counsel with a list of names and 

addresses of record holders of Accretive Health common stock during the Class Period; 

(b) Not later than _______, 2013 (the “Notice Date”) [a date approximately 

fourteen (14) calendar days after entry of this Order], Lead Counsel and/or the Claims Administrator 

shall commence mailing of the Notice and the Proof of Claim and Release form, substantially in the 

forms annexed as Exhibits A-1 and A-2 hereto, to be mailed by First-Class Mail to all Class 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 35 of 90 PageID #:2255
- 3 - 

866635_3 

Members who can be identified with reasonable effort and to be posted on the Claims 

Administrator’s website at www.gilardi.com; 

(c) Not later than _____________, 2013 [a date approximately 10 days after the 

Notice Date], the Claims Administrator shall cause the Summary Notice to be published once in the 

national edition of Investor’s Business Daily and once over the Business Wire; and 

(d) Not later than __________, 2013 [a date approximately 10 days prior to the 

Settlement Hearing], Lead Counsel shall serve on Defendants’ counsel and file with the Court proof, 

by affidavit or declaration, of such mailing and publishing. 

5. Nominees who purchased or acquired Accretive Health common stock for the benefit 

of another Person during the Class Period, shall be requested to send the Notice and Proof of Claim 

and Release form to such beneficial owners of Accretive Health common stock within ten (10) 

calendar days after receipt thereof, or send a list of the names and addresses of such beneficial 

owners to the Claims Administrator within ten (10) calendar days of receipt thereof, in which event 

the Claims Administrator shall promptly mail the Notice and Proof of Claim and Release form to 

such beneficial owners. 

6. Other than the cost, if any, of providing the names and addresses of Persons who 

purchased or acquired Accretive Health common stock during the Class Period to Lead Counsel 

and/or the Claims Administrator, all fees, costs, and expenses incurred in identifying and notifying 

members of the Class shall be paid from the Settlement Fund and in no event shall any of the 

Released Persons bear any responsibility for such fees, costs, or expenses. 

7. All members of the Class (except Persons who request exclusion pursuant to ¶10 

below) shall be bound by all determinations and judgments in the litigation concerning the 

Settlement, including, but not limited to, the releases provided for therein, whether favorable or 

unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 36 of 90 PageID #:2256
- 4 - 

866635_3 

without limitation, by submitting a Proof of Claim and Release form or any similar document, any 

distribution from the Settlement Fund or the Net Settlement Fund. 

8. Class Members who wish to participate in the Settlement shall complete and submit 

the Proof of Claim and Release form in accordance with the instructions contained therein. Unless 

the Court orders otherwise, all Proofs of Claim and Release must be postmarked no later than 

____________, 2013 [a date approximately 90 days from the Notice Date]. Any Class Member who 

does not submit a Proof of Claim and Release within the time provided shall be barred from sharing 

in the distribution of the proceeds of the Net Settlement Fund, unless otherwise ordered by the Court,

but shall nevertheless be bound by any final judgment entered by the Court. Notwithstanding the 

foregoing, Lead Counsel shall have the discretion to accept late-submitted claims for processing by 

the Claims Administrator so long as distribution of the Net Settlement Fund is not materially delayed 

thereby. 

9. Any member of the Class may enter an appearance in the Action, at his, her, or its 

own expense, individually or through counsel of their own choice. If they do not enter an 

appearance, they will be represented by Lead Counsel. 

10. Any Person falling within the definition of the Class may, upon request, be excluded 

or “opt out” from the Class. Any such Person must submit to the Claims Administrator a request for 

exclusion (“Request for Exclusion”), postmarked no later than ____________, 2013 [a date 

approximately 21 days prior to the Settlement Hearing]. A Request for Exclusion must be signed 

and state (a) the name, address, and telephone number of the Person requesting exclusion; (b) the 

Person’s purchases, acquisitions, and sales of Accretive Health common stock from November 10, 

2010 through and including April 27, 2012, including the dates, the amount of Accretive Health 

common stock purchased, acquired or sold, and price paid or received for each such purchase, 

acquisition or sale; and (c) that the Person wishes to be excluded from the Class. All Persons who 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 37 of 90 PageID #:2257
- 5 - 

866635_3 

submit valid and timely Requests for Exclusion in the manner set forth in this paragraph shall have 

no rights under the Settlement Agreement, shall not share in the distribution of the Net Settlement 

Fund, and shall not be bound by the Settlement Agreement or any final judgment. 

11. Lead Counsel shall cause to be provided to Defendants’ counsel copies of all 

Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as 

possible and in any event not less than fourteen (14) days prior to the Settlement Hearing. 

12. Any member of the Class may appear and object if he, she, or it has any reason why 

the proposed Settlement of the Action should not be approved as fair, reasonable and adequate, or 

why a judgment should not be entered thereon, why the Plan of Distribution should not be approved, 

why attorneys’ fees and expenses should not be awarded to counsel for Lead Plaintiff for their 

service to the Class; provided, however, that no Class Member or any other Person shall be heard or 

entitled to contest the approval of the terms and conditions of the proposed Settlement, or, if 

approved, the Judgment to be entered thereon approving the same, or the order approving the Plan of 

Distribution, or any attorneys’ fees and expenses to be awarded to Plaintiffs’ Counsel, unless written

objections and copies of any papers and briefs are received by Ellen Gusikoff Stewart, Robbins 

Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101; and Andrew 

B. Clubok, Adam T. Humann, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY 10022, 

on or before ________________, 2013 [a date approximately 21 days prior to the Settlement 

Hearing]; and said objections, papers, and briefs are filed with the Clerk of the United States District 

Court for the Northern District of Illinois, on or before _______________, 2013 [a date 

approximately 21 days prior to the Settlement Hearing]. Any member of the Class who does not 

make his, her, or its objection in the manner provided shall be deemed to have waived such objection 

and shall forever be foreclosed from making any objection to the fairness, reasonableness, or 

adequacy of the proposed Settlement as incorporated in the Settlement Agreement, to the Plan of 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 38 of 90 PageID #:2258
- 6 - 

866635_3 

Distribution, and to the award of attorneys’ fees and expenses to Plaintiffs’ Counsel, unless 

otherwise ordered by the Court. 

13. All funds held by the Escrow Agent shall be deemed and considered to be in custodia 

legis, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be 

distributed pursuant to the Settlement Agreement and/or further order(s) of the Court. 

14. All papers in support of the Settlement, Plan of Distribution, and any application by 

Lead Counsel for attorneys’ fees and expenses shall be filed and served no later than 

_______________, 2013 [a date approximately 35 days prior to the Settlement Hearing] and any 

reply papers shall be filed and served no later than _______________, 2013 [a date approximately 

10 days prior to the Settlement Hearing]. 

15. The Released Persons shall have no responsibility for the Plan of Distribution or any 

application for attorneys’ fees or expenses submitted by Lead Counsel, and such matters will be 

considered separately from the fairness, reasonableness, and adequacy of the Settlement. 

16. At or after the Settlement Hearing, the Court shall determine whether the Plan of 

Distribution proposed by Lead Counsel, and any application for attorneys’ fees and expenses should 

be approved. 

17. All reasonable expenses incurred in identifying and notifying Class Members as well 

as administering the Settlement Fund shall be paid as set forth in the Settlement Agreement. In the 

event the Court does not approve the Settlement, or it otherwise fails to become effective, neither 

Lead Plaintiff nor any of its counsel shall have any obligation to repay any amounts actually and 

properly incurred or disbursed pursuant to ¶¶3.6 or 3.7 of the Settlement Agreement. 

18. Neither the Settlement Agreement, nor any of its terms or provisions, nor any of the 

negotiations or proceedings connected with it, shall be construed as an admission or concession by 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 39 of 90 PageID #:2259
- 7 - 

866635_3 

any of the Released Persons of the truth of any of the allegations in the Action, or of any liability,

fault, or wrongdoing of any kind. 

19. All proceedings in the Action are stayed until further order of this Court, except as 

may be necessary to implement the Settlement or comply with the terms of the Settlement 

Agreement. Pending final determination of whether the Settlement should be approved, neither Lead 

Plaintiff nor any Class Member, either directly, representatively, or in any other capacity shall 

commence or prosecute against any of the Released Persons any action or proceeding in any court or 

tribunal asserting any of the Released Claims. 

20. The Court reserves the right to alter the time or the date of the Settlement Hearing 

without further notice to the members of the Class, provided that the time or the date of the 

Settlement Hearing shall not be set at a time or date earlier than the time and date set forth in ¶2 

above, and retains jurisdiction to consider all further applications arising out of or connected with the 

proposed Settlement. The Court may approve the Settlement, with such modifications as may be 

agreed to by the Settling Parties, if appropriate, without further notice to the Class. 

IT IS SO ORDERED. 

DATED: ________________ ______________________________________________ 

THE HONORABLE SHARON JOHNSON COLEMAN 

UNITED STATES DISTRICT JUDGE 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 40 of 90 PageID #:2260
EXHIBIT A-1

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 41 of 90 PageID #:2261
866699_3 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

LINDA WONG, Individually and on Behalf of 

All Others Similarly Situated, 

Plaintiff, 

vs. 

ACCRETIVE HEALTH, INC., et al., 

Defendants. 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

No. 1:12-cv-03102 

CLASS ACTION 

Judge Sharon Johnson Coleman 

Magistrate Judge Arlander Keys 

NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION 

EXHIBIT A-1 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 42 of 90 PageID #:2262
- 1 - 

866699_3 

TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED THE 

COMMON STOCK OF ACCRETIVE HEALTH, INC. (“ACCRETIVE HEALTH” 

OR THE “COMPANY”) BETWEEN NOVEMBER 10, 2010 AND APRIL 27, 2012, 

INCLUSIVE 

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS 

MAY BE AFFECTED BY PROCEEDINGS IN THIS ACTION. PLEASE NOTE THAT IF YOU 

ARE A CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE IN THE PROCEEDS OF THE 

SETTLEMENT DESCRIBED IN THIS NOTICE. TO CLAIM YOUR SHARE OF THIS FUND, 

YOU MUST SUBMIT A VALID PROOF OF CLAIM AND RELEASE FORM POSTMARKED 

ON OR BEFORE _____________, 2013. 

A federal court authorized this Notice. This is not a solicitation from a lawyer. 

This Notice has been sent to you pursuant to Rule 23 of the Federal Rules of Civil Procedure 

and an Order of the United States District Court for the Northern District of Illinois (the “Court”). 

The purpose of this Notice of Pendency and Proposed Settlement of Class Action (“Notice”) is to 

inform you of the proposed settlement of this securities class action litigation (the “Settlement”) and 

of the hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the 

Settlement. The Settlement resolves the Class’s claims asserted against the Defendants. This Notice 

describes the rights you may have in connection with the Settlement and what steps you may take in 

relation to the Settlement and this class action litigation. 

The proposed Settlement creates a fund in the amount of Fourteen Million Dollars 

($14,000,000.00) in cash plus interest that accrues on the fund prior to distribution. Based on the 

information currently available to Lead Plaintiff and the analysis performed by its damages 

consultant, it is estimated that if Class Members submit claims for 100% of the shares eligible for 

distribution, the estimated average distribution per share will be approximately $0.20 before 

deduction of Court-approved fees and expenses. Historically, actual claims rates are less than 100%, 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 43 of 90 PageID #:2263
- 2 - 

866699_3 

which result in higher distributions per share. Your actual recovery from this fund will depend on a 

number of variables, including the number of claimants, the amount of Accretive Health common 

stock you and they purchased or acquired, the amount of Accretive Health common stock you and 

they sold, the expense of administering the claims process, and the timing of your purchases or 

acquisitions and sales, if any (see the Plan of Distribution below for a more detailed description of 

how the settlement proceeds will be allocated among Class Members). 

The Defendants have denied and continue to deny specifically each and all of the claims and 

contentions alleged in the Action. The issues on which the parties disagree include, but are not 

limited to: (1) whether the statements made or facts allegedly omitted were false, material, or 

otherwise actionable under the federal securities laws; (2) the extent to which the various matters 

that Lead Plaintiff alleged were materially false or misleading influenced (if at all) the trading price 

of Accretive Health common stock; (3) the extent to which the various allegedly adverse material 

facts that Lead Plaintiff alleged were omitted influenced (if at all) the trading price of Accretive 

Health common stock; (4) the extent to which external factors, such as general market conditions, 

influenced the trading price of Accretive Health common stock; (5) the effect of various market 

forces influencing the trading price of Accretive Health common stock; (6) the amount by which the 

price of Accretive Health common stock was allegedly artificially inflated (if at all); and (7) the 

appropriate economic model for determining the amount by which the price of Accretive Health 

common stock was allegedly artificially inflated (if at all). Lead Plaintiff and Defendants do not 

agree on the average amount of damages per share that would be recoverable if Lead Plaintiff was to 

have prevailed on each claim asserted. The Defendants deny that they have violated the federal 

securities laws or any laws. 

Lead Plaintiff believes that the proposed Settlement is a very good recovery and is in the best 

interests of the Class. There were significant risks associated with continuing to litigate through 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 44 of 90 PageID #:2264
- 3 - 

866699_3 

trial, and if the Defendants succeeded in dismissing the Action, at summary judgment, or prevailed 

at trial, the Class would receive nothing. In addition, the amount of damages recoverable by the 

Class was and is challenged by the Defendants. Recoverable damages in this case are limited to 

losses caused by conduct actionable under applicable law, and had the Action gone to trial, the 

Defendants intended to assert that all of the losses of Class Members were caused by non-actionable 

market, industry, general economic or company-specific factors, other than the revelation of the facts

alleged to be misleadingly stated or omitted. 

Lead Counsel have not received any payment for their services in conducting this Action on 

behalf of Lead Plaintiff and the members of the Class, nor have they been paid their litigation 

expenses. If the Settlement is approved by the Court, Lead Counsel will apply to the Court for 

attorneys’ fees of up to 30% of the settlement proceeds plus expenses not to exceed $100,000.00, 

plus interest on such amounts, all of which shall be paid from the Settlement Fund. If the amounts 

requested by counsel are approved by the Court, the average cost per share would be approximately 

$0.06. 

This Notice is not an expression of any opinion by the Court about the merits of any of the 

claims or defenses asserted by any party in this Action or the fairness or adequacy of the proposed 

Settlement. 

For further information regarding this Settlement you may contact: Rick Nelson, c/o 

Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San 

Diego, CA 92101, Telephone: 1-800-449-4900. Please do not call any representative of the 

Defendants or the Court. 

I. NOTICE OF HEARING ON PROPOSED SETTLEMENT 

A hearing (the “Settlement Hearing”) will be held on __________, 2013, at _:__ _.m., before 

the Honorable Sharon Johnson Coleman, United States District Judge, at the United States District 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 45 of 90 PageID #:2265
- 4 - 

866699_3 

Court for the Northern District of Illinois, Everett McKinley Dirksen United States Courthouse, 

Courtroom 1425, 219 South Dearborn Street, Chicago, Illinois 60604. The purpose of the 

Settlement Hearing will be to determine: (1) whether the Settlement consisting of Fourteen Million 

Dollars ($14,000,000.00) in cash plus accrued interest on the Settlement Fund should be approved as 

fair, reasonable, and adequate to the Class, which would result in this Action being dismissed with 

prejudice against the Released Persons as set forth in the Settlement Agreement dated September 19, 

2013; (2) whether the proposed plan to distribute the settlement proceeds (the “Plan of Distribution”)

is fair, reasonable, and adequate; and (3) whether the application by Lead Counsel for an award of 

attorneys’ fees and expenses should be approved. The Court may adjourn or continue the Settlement 

Hearing without further notice to the Class. 

II. DEFINITIONS USED IN THIS NOTICE 

1. “Authorized Claimant” means any member of the Class who submits a timely and 

valid Proof of Claim and Release form and whose claim for recovery has been allowed pursuant to 

the terms of the Settlement Agreement. 

2. “Claims Administrator” means the firm of Gilardi & Co. LLC. 

3. “Class” means all persons, without geographic limitation, who purchased or 

otherwise acquired Accretive Health common stock during the period from November 10, 2010, 

through and including April 27, 2012, or their successor in interest, and who were damaged by 

Defendants’ alleged violations of Sections 10(b) and/or 20(a) of the Securities Exchange Act of 

1934. Excluded from the Class are Defendants, the current officers and directors of the Company, 

members of their immediate families, any entity in which a Defendant has a controlling interest, and 

the legal representatives, heirs, successors or assigns of any such excluded party. Also excluded 

from the Class are those Persons who timely and validly exclude themselves therefrom. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 46 of 90 PageID #:2266
- 5 - 

866699_3 

4. “Class Member” means a Person who falls within the definition of the Class as set 

forth above. 

5. “Class Period” means the period from November 10, 2010 to April 27, 2012, 

inclusive. 

6. “Defendants” means Accretive Health, Mary A. Tolan, and John T. Staton. 

7. “Effective Date” means the first date by which all of the events and conditions 

specified in paragraph 8.1 of the Settlement Agreement have been met and have occurred. 

8. “Escrow Account” means the account controlled by the Escrow Agent. 

9. “Escrow Agent” means Robbins Geller Rudman & Dowd LLP or its successor(s). 

10. “Final” means when the last of the following with respect to the Judgment approving 

the Settlement, in the form of Exhibit B attached to the Settlement Agreement, shall occur: (i) the 

expiration of the time to file a motion to alter or amend the Judgment under Federal Rule of Civil 

Procedure 59(e) has passed without any such motion having been filed; (ii) the expiration of the time 

in which to appeal the Judgment has passed without any appeal having been taken; and (iii) if a 

motion to alter or amend is filed or if an appeal is taken, the determination of that motion or appeal

in such a manner as to permit the consummation of the Settlement, in accordance with the terms and 

conditions of the Settlement Agreement. For purposes of this paragraph, an “appeal” shall include 

any petition for a writ of certiorari or other writ that may be filed in connection with approval or 

disapproval of this Settlement, but shall not include any appeal that concerns only the issue of 

attorneys’ fees and expenses or any Plan of Distribution of the Settlement Fund. 

11. “Judgment” means the judgment and order of dismissal with prejudice to be rendered 

by the Court upon approval of the Settlement, in the form attached to the Settlement Agreement as 

Exhibit B. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 47 of 90 PageID #:2267
- 6 - 

866699_3 

12. “Lead Counsel” means Robbins Geller Rudman & Dowd LLP, 655 West Broadway, 

Suite 1900, San Diego, CA 92101. 

13. “Lead Plaintiff” means Indiana State Police Benefit System. 

14. “Net Settlement Fund” means the portion of the Settlement Fund that shall be 

distributed to Authorized Claimants as allowed by the Settlement Agreement, the Plan of 

Distribution, or the Court. 

15. “Person” means an individual, corporation, partnership, limited partnership, 

association, joint stock company, estate, legal representative, trust, unincorporated association, 

government or any political subdivision or agency thereof, and any business or legal entity and his, 

her or its spouses, heirs, predecessors, successors, representatives, or assignees. 

16. “Plaintiffs’ Counsel” means any counsel who filed a complaint in the Action or any 

action that has been consolidated with the Action. 

17. “Plan of Distribution,” as further defined in §VII of this Notice, means a plan or 

formula of allocation of the Net Settlement Fund whereby the Settlement Fund shall be distributed to 

Authorized Claimants after payment of expenses of notice and administration of the Settlement, 

Taxes and Tax Expenses, and such attorneys’ fees, costs, expenses, and interest, and other expenses 

as may be awarded by the Court. Any Plan of Distribution is not part of the Settlement Agreement 

and the Released Persons shall have no responsibility or liability with respect to the Plan of 

Distribution. 

18. “Related Persons” means, with respect to the Defendants, each and all of their 

respective present or former parents, subsidiaries, affiliates, successors and assigns, and each and all 

of their respective present or former officers, directors, employees, employers, attorneys, 

accountants, financial advisors, commercial bank lenders, insurers, reinsurers, investment bankers, 

representatives, general and limited partners and partnerships, heirs, executors, administrators, 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 48 of 90 PageID #:2268
- 7 - 

866699_3 

successors, affiliates, agents, spouses, associates, and assigns of each of them or any trust of which

any Defendant and/or their Related Persons is the settlor or which is for the benefit of any Defendant

and/or their Related Persons and/or member(s) of his or her family and any entity in which any such 

Defendant and/or their Related Persons has a controlling interest. 

19. “Released Claims” means any and all claims, causes of action, rights, actions, suits, 

obligations, debts, demands, judgments, agreements, promises, liabilities, damages, losses, 

controversies, costs, expenses or attorney fees, of every nature and description whatsoever that were,

may have been, or could have been asserted in the Action and whether direct or indirect, now known 

or unknown, suspected or unsuspected, accrued or unaccrued, in law or in equity whether having 

arisen or yet to arise, including, without limitation, any claims of violations of federal or state 

securities laws and any federal or state claims of fraud, intentional misrepresentation, negligent 

misrepresentation, negligence, gross negligence, breach of duty of care and/or breach of duty of 

loyalty, breach of fiduciary duty, or violations of any state or federal statutes, rules or regulations 

(including “Unknown Claims” as defined below), that have been or could have been alleged or 

asserted now or in the future by the Lead Plaintiff or any Class Member against the Defendants or 

any of them or any of the Released Persons in this Action or in any other court action or before any 

administrative body, tribunal, arbitration panel, or other adjudicatory body, arising out of, relating to, 

or in connection with: (a) both a Class Member’s purchase(s) or acquisition(s) of Accretive Health 

common stock during the Class Period and the acts, facts, transactions, events, occurrences, 

disclosures, statements, omissions, or failures to act that were alleged, may have been alleged, or 

could have been alleged in the Action; or (b) any claims relating to the institution, prosecution, 

assertion, settlement, or resolution of the Action. For the avoidance of doubt, Released Claims does 

not include the claims alleged as of the date of the Settlement Agreement in the actions captioned: 

Tiffany M. Hughes v. Accretive Health, Inc., et al., Civil Action No. 13-cv-3688 (N.D. Ill.); Marvin 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 49 of 90 PageID #:2269
- 8 - 

866699_3 

H. Maurras Revocable Trust et al. v. Edgar M. Bronfman, Jr., et al., Civil Action No. 12-cv-03395 

(N.D. Ill.); Zhao v. Tolan et al., No. 12-cv-06019 (N.D. Ill.); Robert Doyle v. Mary A. Tolan, et al., 

Civil Action No. 8008-VCP (Del. Ch.); and In re Accretive Health Inc. Derivative Litigation, Case 

No. 12-CH-23754 (Il. Ch. Ct.). 

20. “Released Persons” means each and all of Defendants and each and all of their 

Related Persons. 

21. “Settlement Fund” means Fourteen Million Dollars ($14,000,000.00) in cash paid by 

or on behalf of Defendants pursuant to paragraph 3.1 of the Settlement Agreement, together with all 

interest and income earned thereon after being transferred to an account controlled by the Escrow 

Agent. Such amount is paid as consideration for full and complete settlement of all the Released 

Claims. 

22. “Settling Parties” means Defendants and Lead Plaintiff on behalf of itself and the 

Class Members. 

23. “Unknown Claims” means any Released Claims which Lead Plaintiff or any Class 

Member does not know or suspect to exist in his, her or its favor at the time of the release of the 

Released Persons which, if known by him, her or it, might have affected his, her or its settlement 

with and release of the Released Persons, or might have affected his, her or its decision not to object 

to this Settlement. With respect to any and all Released Claims, the Settling Parties stipulate and 

agree that, upon the Effective Date, Lead Plaintiff shall expressly and each of the Class Members 

shall be deemed to have, and by operation of the Judgment shall have, expressly waived to the fullest 

extent permitted by law the provisions, rights, and benefits of California Civil Code §1542, which 

provides: 

A general release does not extend to claims which the creditor does not 

know or suspect to exist in his or her favor at the time of executing the release, 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 50 of 90 PageID #:2270
- 9 - 

866699_3 

which if known by him or her must have materially affected his or her 

settlement with the debtor. 

Lead Plaintiff shall expressly and each of the Class Members shall be deemed to have, and by 

operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits 

conferred by any law of any state or territory of the United States, or principle of common law, 

which is similar, comparable, or equivalent to California Civil Code §1542. Lead Plaintiff and Class 

Members may hereafter discover facts in addition to or different from those which he, she or it now 

knows or believes to be true with respect to the subject matter of the Released Claims, but Lead 

Plaintiff shall expressly, and each Class Member, upon the Effective Date, shall be deemed to have, 

and by operation of the Judgment shall have, fully, finally, and forever settled and released any and 

all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, 

whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of 

law or equity now existing or coming into existence in the future, including, but not limited to, 

conduct that is negligent, intentional, with or without malice, or a breach of any duty, law, or rule,

without regard to the subsequent discovery or existence of such different or additional facts, whether

or not previously or currently asserted in any action. Lead Plaintiff acknowledges, and the Class 

Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing 

waiver was separately bargained for and an essential term of the Settlement of which this release is a

part.

III. THE LITIGATION 

This case is currently pending before the Honorable Sharon Johnson Coleman in the United 

States District Court for the Northern District of Illinois (the “Court”) and was brought on behalf of

the Class of all persons, without geographic limitation, who purchased or otherwise acquired 

Accretive Health common stock during the period from November 10, 2010 through and including 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 51 of 90 PageID #:2271
- 10 - 

866699_3 

April 27, 2012 (the “Class Period”), or their successor in interest, and who were damaged by 

Defendants’ alleged violations of Sections 10(b) and/or 20(a) of the Securities Exchange Act of 

1934. The initial complaint was filed on April 26, 2012, and on August 13, 2012, the Court 

appointed Indiana Police as Lead Plaintiff and the firm Robbins Geller Rudman & Dowd LLP as 

Lead Counsel. On October 12, 2012, Lead Plaintiff filed the operative Complaint, which alleges that 

during the Class Period, Defendants made false and misleading statements to investors concerning 

Accretive Health’s allegedly illegal business practices, including debt collection processes and 

procedures, which Lead Plaintiff alleges artificially inflated Accretive Health’s stock price and when

the truth was eventually disclosed, resulted in substantial damages to the Class. 

From the outset of the litigation, Defendants have denied all of these allegations and 

consistently maintained that they never made any statement to the market that was or that they 

believed was false or misleading, nor did they ever direct anyone to make public statements that 

were or that they believed were false and misleading. Defendants believed at the time and still 

believe that, during the Class Period and at all other times, Accretive Health’s public statements 

were truthful, accurate and not misleading, including those statements relating to Accretive Health’s 

business relationships, debt collection and data security practices, and compliance programs. As a 

result, and as argued in their motion to dismiss the Action, which is pending at the time of this 

Settlement, Defendants contend that Lead Plaintiff did not plead an actionable claim and cannot 

prove any element of securities fraud, including, but not limited to, scienter. 

On December 11, 2012, Defendants filed their Motion to Dismiss the Action, alleging that 

Lead Plaintiff’s Complaint failed to state a claim for relief. Lead Plaintiff filed its opposition on

March 1, 2013, and Defendants filed their reply on March 29, 2013. At the time the Settling Parties 

reached an agreement to settle the Action, Defendants’ Motion to Dismiss was pending before the 

Court. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 52 of 90 PageID #:2272
- 11 - 

866699_3 

During the litigation, the Settling Parties participated in a full-day mediation session with 

well-respected mediator, Jed Melnick, who has extensive experience mediating complex class action 

litigations such as this Action. The parties ultimately agreed to settle the Action based upon a 

Mediator’s Proposal issued by Jed Melnick. 

IV. CLAIMS OF THE LEAD PLAINTIFF AND BENEFITS OF 

SETTLEMENT 

Lead Plaintiff and Lead Counsel believe that the claims asserted in the Action have merit. 

But Lead Plaintiff and Lead Counsel recognize and acknowledge the expense and length of 

continued proceedings necessary to prosecute the Action against the Defendants through trial, and 

have considered the limited funds available to satisfy a judgment. Lead Plaintiff and Lead Counsel 

also have taken into account the uncertain outcome and risks in connection with the Court’s pending 

Motion to Dismiss decision, Lead Plaintiff’s forthcoming motion for class certification, Defendants’ 

anticipated summary judgment motion, and a jury trial, especially in complex matters such as this 

Action, as well as the risks posed by and the difficulties and delays relating to post-trial motions, and 

potential appeals of the Court’s determination of said motions, or the verdict of a jury. Lead Plaintiff 

and Lead Counsel also are aware of the risks presented by the defenses to the securities law 

violations asserted in the Action. Lead Plaintiff and Lead Counsel believe that the Settlement set 

forth in the Settlement Agreement confers substantial benefits upon the Class in light of the 

circumstances present here. Based on their evaluation, Lead Plaintiff and Lead Counsel have 

determined that the Settlement set forth in the Settlement Agreement is in the best interests of Lead 

Plaintiff and the Class. 

V. THE DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY

The Defendants have denied and continue to deny that they have violated the federal 

securities laws or any laws and maintain that their conduct was at all times proper and in compliance 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 53 of 90 PageID #:2273
- 12 - 

866699_3 

with all applicable provisions of law. Defendants have denied and continue to deny specifically each 

and all of the claims and contentions alleged in the Action, along with all charges of wrongdoing or 

liability against them arising out of any of the conduct, statements, acts or omissions alleged, or that 

could have been alleged, in the Action. Defendants also have denied and continue to deny, inter 

alia, the allegations that any of the Defendants made, knowingly or otherwise, any material 

misstatements or omissions; that any member of the Class has suffered any damages; that the price 

of Accretive Health common stock was artificially inflated by reason of the alleged 

misrepresentations, omissions, or otherwise; or that the members of the Class were harmed by the 

conduct alleged in the Action or that could have been alleged as part of the Action. In addition, the

Defendants maintain that they have meritorious defenses to all claims alleged in the Action. 

Nonetheless, taking into account the uncertainty, risks, and costs inherent in any litigation, 

especially in complex cases such as this Action, Defendants have concluded that further conduct of 

the Action could be protracted and distracting. Defendants have, therefore, determined that it is 

desirable and beneficial to them that the Action be settled in the manner and upon the terms and 

conditions set forth in the Settlement Agreement. As set forth in paragraphs 9.2-9.3 of the 

Settlement Agreement, the Settlement Agreement shall in no event be construed as or deemed to be 

evidence of an admission or concession by Defendants or any of the Released Persons with respect 

to any claim of any fault or liability or wrongdoing or damage whatsoever. 

VI. TERMS OF THE PROPOSED SETTLEMENT 

The sum of Fourteen Million Dollars ($14,000,000.00) will be transferred to the Escrow 

Agent within fifteen (15) business days after the later of (a) the order granting the motion for 

preliminary approval or (b) the receipt by Defendants’ counsel of wire/check payee instructions and 

a Form W-9 providing the tax identification number for the Escrow Account. The principal amount 

of $14,000,000.00, plus any accrued interest once transferred, constitutes the Settlement Fund. A 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 54 of 90 PageID #:2274
- 13 - 

866699_3 

portion of the settlement proceeds will be used for certain administrative expenses, including costs of 

printing and mailing this Notice, the cost of publishing a newspaper notice, payment of any taxes 

assessed against the Settlement Fund, and costs associated with the processing of claims submitted. 

In addition, as explained below, a portion of the Settlement Fund may be awarded by the Court to 

Lead Counsel as attorneys’ fees and for expenses in litigating the case. The balance of the 

Settlement Fund (the “Net Settlement Fund”) will be distributed according to the Plan of 

Distribution described below to Class Members who submit valid and timely Proof of Claim and 

Release forms. 

VII. PLAN OF DISTRIBUTION 

The Net Settlement Fund will be distributed to Class Members who submit valid, timely 

Proof of Claim and Release forms (“Authorized Claimants”) under the Plan of Distribution described 

below. The Plan of Distribution provides that you will be eligible to participate in the distribution of 

the Net Settlement Fund if you have a net loss arising out of all transactions involving Accretive 

Health common stock purchased or acquired during the Class Period. No distributions will be made 

to Authorized Claimants who would otherwise receive a distribution of less than $10.00. 

For purposes of determining the amount an Authorized Claimant may recover under the Plan 

of Distribution, Lead Counsel have consulted with their damages consultant. The Plan of 

Distribution does not reflect an assessment of the damages that could have been recovered at trial or 

Lead Counsel’s assessment of the likelihood of establishing liability. 

To the extent there are sufficient funds in the Net Settlement Fund, each Authorized Claimant 

will receive an amount equal to the Authorized Claimant’s claim, as defined below. If, however, and 

as is more likely, the amount in the Net Settlement Fund is not sufficient to permit payment of the 

total claim of each Authorized Claimant, then each Authorized Claimant shall be paid the percentage 

of the Net Settlement Fund that each Authorized Claimant’s claim bears to the total of the claims of 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 55 of 90 PageID #:2275
- 14 - 

866699_3 

all Authorized Claimants. Payment in this manner shall be deemed conclusive against all 

Authorized Claimants. 

The total of all profits shall be subtracted from the total of all losses from transactions 

involving Accretive Health common stock purchased or acquired during the Class Period to 

determine if a Class Member has a claim. Only if a Class Member had a net loss from the Accretive 

Health common stock purchased or acquired during the Class Period, will such Class Member be 

eligible to receive a distribution from the Net Settlement Fund. 

PLAN OF DISTRIBUTION 

The calculation of claims below is not an estimate of the amount you will receive. It is a formula 

for allocating the Net Settlement Fund among all Authorized Claimants. 

 1. For shares of Accretive Health common stock purchased or otherwise acquired 

on or between November 10, 2010 through April 26, 2012, inclusive, the claim per share shall 

be as follows: 

 (a) If sold on or between November 10, 2010 through April 26, 2012, 

inclusive, the claim per share shall be the lesser of (i) the inflation in Table A at the time of 

purchase less the inflation in Table A at the time of sale; and (ii) the difference between the 

purchase price and the selling price. 

 (b) If retained at the end of April 26, 2012 and sold before July 25, 2012, the 

claim per share shall be the least of (i) the inflation in Table A at the time of purchase; (ii) the 

difference between the purchase price and the selling price; and (iii) the difference between the 

purchase price per share and the average closing price per share up to the date of sale as set forth 

in Table B below. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 56 of 90 PageID #:2276
- 15 - 

866699_3 

 (c) If retained at the close of trading on July 24, 2012, or sold thereafter, the 

claim per share shall be the lesser of (i) the inflation in Table A at the time of purchase; and (ii) 

the difference between the purchase price per share and $10.91 per share. 

 2. For shares of Accretive Health common stock purchased or otherwise acquired 

on April 27, 2012, the claim per share shall be zero. 

TABLE A 

TABLE B 

Date Closing Price Average Closing 

Price 

27-Apr-12 $9.33 $9.33 

30-Apr-12 $10.06 $9.70 

1-May-12 $9.18 $9.52 

2-May-12 $8.71 $9.32 

3-May-12 $8.46 $9.15 

4-May-12 $8.57 $9.05 

7-May-12 $8.65 $8.99 

8-May-12 $8.85 $8.98 

9-May-12 $10.54 $9.15 

10-May-12 $10.53 $9.29 

11-May-12 $10.86 $9.43 

14-May-12 $11.40 $9.60 

15-May-12 $11.83 $9.77 

16-May-12 $12.56 $9.97 

17-May-12 $11.86 $10.09 

18-May-12 $11.37 $10.17 

21-May-12 $11.83 $10.27 

22-May-12 $11.41 $10.33 

23-May-12 $11.42 $10.39 

24-May-12 $11.30 $10.44 

25-May-12 $11.24 $10.47 

29-May-12 $11.84 $10.54 

30-May-12 $11.13 $10.56 

31-May-12 $11.76 $10.61 

Time Period Inflation 

November 10, 2010 – March 28, 2012 $13.37 

March 29, 2012 – April 24, 2012 $8.91 

April 25, 2012 – April 26, 2012 $1.17 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 57 of 90 PageID #:2277
- 16 - 

866699_3 

Date Closing Price Average Closing 

Price 

1-Jun-12 $11.10 $10.63 

4-Jun-12 $10.89 $10.64 

5-Jun-12 $11.11 $10.66 

6-Jun-12 $11.51 $10.69 

7-Jun-12 $10.97 $10.70 

8-Jun-12 $11.18 $10.72 

11-Jun-12 $10.73 $10.72 

12-Jun-12 $10.76 $10.72 

13-Jun-12 $10.82 $10.72 

14-Jun-12 $10.50 $10.71 

15-Jun-12 $11.06 $10.72 

18-Jun-12 $12.00 $10.76 

19-Jun-12 $12.22 $10.80 

20-Jun-12 $12.37 $10.84 

21-Jun-12 $11.84 $10.87 

22-Jun-12 $11.92 $10.89 

25-Jun-12 $11.16 $10.90 

26-Jun-12 $10.85 $10.90 

27-Jun-12 $10.69 $10.89 

28-Jun-12 $10.69 $10.89 

29-Jun-12 $10.96 $10.89 

2-Jul-12 $11.43 $10.90 

3-Jul-12 $11.24 $10.91 

5-Jul-12 $11.29 $10.92 

6-Jul-12 $10.88 $10.92 

9-Jul-12 $11.11 $10.92 

10-Jul-12 $10.73 $10.92 

11-Jul-12 $10.96 $10.92 

12-Jul-12 $10.98 $10.92 

13-Jul-12 $10.85 $10.92 

16-Jul-12 $10.62 $10.91 

17-Jul-12 $10.79 $10.91 

18-Jul-12 $11.27 $10.92 

19-Jul-12 $11.15 $10.92 

20-Jul-12 $11.16 $10.92 

23-Jul-12 $11.02 $10.93 

24-Jul-12 $10.38 $10.92 

25-Jul-12 $10.61 $10.91 

VIII. PARTICIPATION IN THE CLASS 

If you fall within the definition of the Class, you are a Class Member unless you elect to be 

excluded from the Class pursuant to this Notice. If you do not request to be excluded from the Class,

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 58 of 90 PageID #:2278
- 17 - 

866699_3 

you will be bound by any judgment entered with respect to the Settlement in the litigation against the

Defendants whether or not you file a Proof of Claim and Release form. 

If you are a Class Member, you need do nothing (other than timely file a Proof of Claim 

and Release if you wish to participate in the distribution of the Net Settlement Fund). Your 

interests will be represented by Lead Counsel. If you choose, you may enter an appearance 

individually or through your own counsel at your own expense. 

TO PARTICIPATE IN THE DISTRIBUTION OF THE NET SETTLEMENT FUND, YOU 

MUST TIMELY COMPLETE AND RETURN THE PROOF OF CLAIM AND RELEASE THAT 

ACCOMPANIES THIS NOTICE. The Proof of Claim and Release must be postmarked on or 

before ________, 2013, and be delivered to the Claims Administrator at the address below. Unless 

the Court orders otherwise, if you do not timely submit a valid Proof of Claim and Release, you will 

be barred from receiving any payments from the Net Settlement Fund, but will in all other respects 

be bound by the provisions of the Settlement Agreement and the Final Judgment. 

IX. EXCLUSION FROM THE CLASS 

You may request to be excluded from the Class. To do so, you must mail a written request 

stating that you wish to be excluded from the Class to: 

Accretive Health Securities Litigation 

Claims Administrator 

c/o Gilardi & Co. LLC 

P.O. Box 990 

Corte Madera, CA 94976-0990 

The request for exclusion must state: (1) your name, address, and telephone number; and 

(2) all purchases, acquisitions and sales of Accretive Health common stock made from November 

10, 2010 through April 27, 2012, inclusive, including the dates and prices of each purchase, 

acquisition or sale, and the amount of securities purchased, acquired or sold. YOUR EXCLUSION 

REQUEST MUST BE POSTMARKED ON OR BEFORE _______________, 2013. If you submit 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 59 of 90 PageID #:2279
- 18 - 

866699_3 

a valid and timely request for exclusion, you shall have no rights under the Settlement, shall not 

share in the distribution of the Net Settlement Fund, and shall not be bound by the Settlement 

Agreement or the Judgment. 

X. DISMISSAL AND RELEASES 

If the proposed Settlement is approved, the Court will enter a Final Judgment. The Judgment 

will dismiss the Released Claims with prejudice as to all Released Persons as provided in the 

Settlement Agreement. 

The Judgment will provide that all Class Members who have not validly and timely requested 

to be excluded from the Class shall be deemed to have released and forever discharged all Released 

Claims, including Unknown Claims, against all Released Persons as provided in the Settlement 

Agreement. 

XI. APPLICATION FOR ATTORNEYS’ FEES AND EXPENSES 

At the Settlement Hearing, Lead Counsel will request the Court to award attorneys’ fees of 

up to 30% of the Settlement Fund, plus litigation expenses not to exceed $100,000.00, plus interest 

thereon. Class Members are not personally liable for any such fees, expenses, or compensation. In 

addition, Lead Plaintiff intends to seek an amount not to exceed $5,000.00 for its time and expenses 

incurred in representing the Class. 

To date, Lead Counsel have not received any payment for their services in conducting this 

Action on behalf of Lead Plaintiff and the members of the Class, nor have counsel been paid for their 

expenses. The fee requested by Lead Counsel would compensate counsel for their efforts in 

achieving the Settlement Fund for the benefit of the Class, and for their risk in undertaking this 

representation on a contingency basis. The fee requested is within the range of fees awarded to 

plaintiff’s counsel under similar circumstances in litigation of this type. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 60 of 90 PageID #:2280
- 19 - 

866699_3 

XII. CONDITIONS FOR SETTLEMENT 

The Settlement is conditioned upon the occurrence of certain events described in the 

Settlement Agreement. Those events include, among other things: (1) entry of the Judgment by the 

Court, as provided for in the Settlement Agreement; and (2) expiration of the time to appeal from or 

alter or amend the Judgment. Pending the Court’s consideration of this Settlement, the Court has 

stayed all proceedings, and Class Members are precluded from bringing or pursuing any litigation 

that seeks to prosecute the Released Claims. 

If, for any reason, any one of the conditions described in the Settlement Agreement is not 

met, the Settlement Agreement might be terminated and, if terminated, will become null and void, 

and the Settling Parties to the Settlement Agreement will be restored to their respective positions as

of August 14, 2013. 

XIII. THE RIGHT TO BE HEARD AT THE SETTLEMENT HEARING 

Any Class Member who has not validly and timely requested to be excluded from the Class, 

and who objects to any aspect of the Settlement, the Plan of Distribution, or the application for 

attorneys’ fees and expenses may appear and be heard at the Settlement Hearing.1 Any such Person 

must submit and serve a written notice of objection, to be received on or before ____________, 

2013, by each of the following: 

CLERK OF THE COURT 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

Everett McKinley Dirksen United States Courthouse 

219 South Dearborn Street 

Chicago, IL 60604 

 

1

 Lead Counsel’s pleadings in support of these matters will be filed with the Court on or before 

____________, 2013. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 61 of 90 PageID #:2281
- 20 - 

866699_3 

ROBBINS GELLER RUDMAN 

 & DOWD LLP 

ELLEN GUSIKOFF STEWART 

655 West Broadway, Suite 1900 

San Diego, CA 92101 

Counsel for Lead Plaintiff 

KIRKLAND & ELLIS LLP 

ANDREW B. CLUBOK 

ADAM T. HUMANN 

601 Lexington Avenue 

New York, NY 10022 

Counsel for Defendants 

The notice of objection must demonstrate the objecting Person’s membership in the Class, 

including the amount of Accretive Health common stock purchased or acquired and sold from 

November 10, 2010 through April 27, 2012, inclusive, and contain a statement of the reasons for 

objection. Only Class Members who have submitted written notices of objection in this manner will 

be entitled to be heard at the Settlement Hearing, unless the Court orders otherwise. 

XIV. SPECIAL NOTICE TO BANKS, BROKERS AND OTHER NOMINEES

If you hold or held any Accretive Health common stock purchased or acquired between 

November 10, 2010 and April 27, 2012, inclusive, as nominee for a beneficial owner, then, within 

ten (10) calendar days after you receive this Notice, you must either: (1) send a copy of this Notice 

and the Proof of Claim and Release by First-Class Mail to all such Persons; or (2) provide a list of 

the names and addresses of such Persons to the Claims Administrator: 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 62 of 90 PageID #:2282
- 21 - 

866699_3 

Accretive Health Securities Litigation 

Claims Administrator 

c/o Gilardi & Co. LLC 

P.O. Box 990 

Corte Madera, CA 94976-0990 

If you choose to mail the Notice and Proof of Claim and Release yourself, you may obtain 

from the Claims Administrator (without cost to you) as many additional copies of these documents 

as you will need to complete the mailing. 

Regardless of whether you choose to complete the mailing yourself or elect to have the 

mailing performed for you, you may obtain reimbursement for, or advancement of, reasonable 

administrative costs actually incurred or expected to be incurred in connection with forwarding the 

Notice and Proof of Claim and Release and which would not have been incurred but for the 

obligation to forward the Notice and Proof of Claim and Release, upon submission of appropriate 

documentation to the Claims Administrator. 

XV. EXAMINATION OF PAPERS 

This Notice is a summary and does not describe all of the details of the Settlement 

Agreement. For full details of the matters discussed in this Notice, you may review the Settlement 

Agreement filed with the Court, which may be inspected during business hours, at the office of the 

Clerk of the Court, United States District Court, Northern District of Illinois, Everett McKinley 

Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, IL 60604. The motion 

papers, with exhibits, including the Settlement Agreement, are also available on the Court’s ECF 

website (for a fee). Certain papers relating to the Settlement, including the Settlement Agreement, 

are also available at the Claims Administrator’s website www.gilardi.com. 

If you have any questions about the Settlement of the Action, you may contact a 

representative of Lead Counsel: Rick Nelson, c/o Shareholder Relations, Robbins Geller Rudman & 

Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, 1-800-449-4900. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 63 of 90 PageID #:2283
- 22 - 

866699_3 

DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE 

DATED: _______________, 2013 BY ORDER OF THE COURT

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 64 of 90 PageID #:2284
EXHIBIT A-2

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 65 of 90 PageID #:2285
866702_3 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

LINDA WONG, Individually and on Behalf of 

All Others Similarly Situated, 

Plaintiff, 

vs. 

ACCRETIVE HEALTH, INC., et al., 

Defendants. 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

No. 1:12-cv-03102 

CLASS ACTION 

Judge Sharon Johnson Coleman 

Magistrate Judge Arlander Keys 

PROOF OF CLAIM AND RELEASE 

EXHIBIT A-2 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 66 of 90 PageID #:2286
- 1 - 

866702_3 

I. GENERAL INSTRUCTIONS 

1. To recover as a member of the Class based on your claims in the action entitled Linda 

Wong vs. Accretive Health, Inc., et al., No. 1:12-cv-03102 (the “Action”), you must complete and, 

on page __ hereof, sign this Proof of Claim and Release. If you fail to file a properly addressed (as

set forth in paragraph 3 below) Proof of Claim and Release, your claim may be rejected and you may 

be precluded from any recovery from the Net Settlement Fund created in connection with the 

proposed Settlement of the Action. 

2. Submission of this Proof of Claim and Release, however, does not assure that you 

will share in the proceeds of the Settlement of the Action. 

3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM 

AND RELEASE POSTMARKED ON OR BEFORE ________, 2013, ADDRESSED AS 

FOLLOWS: 

Accretive Health Securities Litigation 

Claims Administrator 

c/o Gilardi & Co. LLC 

P.O. Box 990 

Corte Madera, CA 94976-0990

If you are NOT a member of the Class (as defined in the Notice of Pendency and Proposed 

Settlement of Class Action (the “Notice”)), DO NOT submit a Proof of Claim and Release form. 

4. If you are a member of the Class and you do not timely request exclusion in 

connection with the proposed Settlement, you will be bound by the terms of any judgment entered in 

the Action, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF 

OF CLAIM AND RELEASE FORM. 

II. CLAIMANT IDENTIFICATION 

If you purchased or otherwise acquired the common stock of Accretive Health, Inc. 

(“Accretive Health” or the “Company”) during the period from November 10, 2010 through and 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 67 of 90 PageID #:2287
- 2 - 

866702_3 

including April 27, 2012, and held the common stock in your name, you are the beneficial purchaser 

as well as the record purchaser. If, however, you purchased or acquired common stock that was 

registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial 

purchaser and the third party is the record purchaser. 

Use Part I of this form entitled “Claimant Identification” to identify each purchaser of record 

(“nominee”), if different from the beneficial purchaser of the common stock which form the basis of 

this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER(S) 

OR ACQUIRER(S) OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER(S) OR 

ACQUIRER(S) OF THE COMMON STOCK UPON WHICH THIS CLAIM IS BASED. 

All joint purchasers must sign this claim. Executors, administrators, guardians, conservators 

and trustees must complete and sign this claim on behalf of persons represented by them and their 

authority must accompany this claim and their titles or capacities must be stated. The Social 

Security (or taxpayer identification) number and telephone number of the beneficial owner may be 

used in verifying the claim. Failure to provide the foregoing information could delay verification of

your claim or result in rejection of the claim. 

If you are acting in a representative capacity on behalf of a Class Member (for example, as an 

executor, administrator, trustee, or other representative), you must submit evidence of your current 

authority to act on behalf of that Class Member. Such evidence would include, for example, letters 

testamentary, letters of administration, or a copy of the trust documents. 

NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of 

transactions may request to, or may be requested to, submit information regarding their transactions 

in electronic files. All claimants MUST submit a manually signed paper Proof of Claim and Release 

form listing all their transactions whether or not they also submit electronic copies. If you wish to

file your claim electronically, you must contact the Claims Administrator at 1-877-567-4781 to 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 68 of 90 PageID #:2288
- 3 - 

866702_3 

obtain the required file layout. No electronic files will be considered to have been properly 

submitted unless the Claims Administrator issues to the claimant a written acknowledgement of 

receipt and acceptance of electronically submitted data. 

II. CLAIM FORM 

Use Part II of this form entitled “Schedule of Transactions in Accretive Health Common 

Stock” to supply all required details of your transaction(s) in Accretive Health common stock. If 

you need more space or additional schedules, attach separate sheets giving all of the required 

information in substantially the same form. Sign and print or type your name on each additional 

sheet. 

On the schedules, provide all of the requested information with respect to all of your 

purchases or acquisitions and all of your sales of Accretive Health common stock between 

November 10, 2010 and July 24, 2012, inclusive, whether such transactions resulted in a profit or a 

loss. You must also provide all of the requested information with respect to all of the Accretive 

Health common stock you held at the close of trading on November 9, 2010, April 27, 2012, and 

July 24, 2012. Failure to report all such transactions may result in the rejection of your claim. 

List these transactions separately and in chronological order, by trade date, beginning with 

the earliest. You must accurately provide the month, day and year of each transaction you list. 

The date of covering a “short sale” is deemed to be the date of purchase of Accretive Health 

common stock. The date of a “short sale” is deemed to be the date of sale of Accretive Health 

common stock. 

Copies of stockbroker confirmation slips, stockbroker statements, or other documents 

evidencing your transactions in Accretive Health common stock should be attached to your claim. If 

any such documents are not in your possession, please obtain a copy or equivalent documents from 

your broker because these documents are necessary to prove and process your claim. Failure to 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 69 of 90 PageID #:2289
- 4 - 

866702_3 

provide this documentation could delay verification of your claim or result in rejection of your 

claim. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 70 of 90 PageID #:2290
- 5 - 

866702_3 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

Linda Wong vs. Accretive Health, Inc., et al., 

No. 1:12-cv-03102 

PROOF OF CLAIM AND RELEASE 

Must Be Postmarked No Later Than: 

__________, 2013 

Please Type or Print 

PART I: CLAIMANT IDENTIFICATION 

Beneficial Owner’s Name (First, Middle, Last) 

Street Address 

City State or Province 

Zip Code or Postal Code Country 

Social Security Number or 

Taxpayer Identification Number 

___________ Individual 

___________ Corporation/Other 

Area Code Telephone Number (work) 

Area Code Telephone Number (home) 

Record Owner’s Name (if different from beneficial owner listed above) 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 71 of 90 PageID #:2291
- 6 - 

866702_3 

PART II: SCHEDULE OF TRANSACTIONS IN ACCRETIVE HEALTH COMMON 

STOCK 

A. Number of shares of Accretive Health common stock held at the close of trading on

 November 9, 2010: ____________________. 

B. Purchases or acquisitions of Accretive Health common stock between November 10, 

2010 and July 24, 2012, inclusive: 

Trade Date 

Mo. Day Year 

Number of Shares 

Purchased or Acquired

Total Purchase or 

Acquisition Price 

1. _______________ 

2. _______________ 

3. _______________ 

1. _______________ 

2. _______________ 

3. _______________ 

1. _______________ 

2. _______________ 

3. _______________ 

IMPORTANT: Identify by number listed above all purchases in which you covered a “short 

sale”: ________________________ 

C. Sales of Accretive Health common stock between November 10, 2010 and April 26, 

2012, inclusive: 

Trade Date 

Mo. Day Year 

Number of Shares Sold Total Sales Price 

1. _______________ 

2. _______________ 

3. _______________ 

1. _______________ 

2. _______________ 

3. _______________ 

1. _______________ 

2. _______________ 

3. _______________ 

D. Sales of Accretive Health common stock between April 27, 2012 and July 24, 2012, 

inclusive: 

Trade Date 

Mo. Day Year 

Number of Shares Sold Total Sales Price 

1. _______________ 

2. _______________ 

3. _______________ 

1. _______________ 

2. _______________ 

3. _______________ 

1. _______________ 

2. _______________ 

3. _______________ 

E. Number of shares of Accretive Health common stock held at the close of trading on 

April 27, 2012: __________________. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 72 of 90 PageID #:2292
- 7 - 

866702_3 

F. Number of shares of Accretive Health common stock held at the close of trading on 

July 24, 2012: __________________. 

If you require additional space, attach extra schedules in the same format as above. Sign and 

print your name on each additional page. 

YOUR SIGNATURE ON PAGE __ WILL CONSTITUTE YOUR 

ACKNOWLEDGMENT OF THE RELEASE. 

III. SUBMISSION TO JURISDICTION OF COURT AND 

ACKNOWLEDGMENTS 

I (We) submit this Proof of Claim and Release under the terms of the Settlement Agreement 

described in the Notice. I (We) also submit to the jurisdiction of the United States District Court for 

the Northern District of Illinois with respect to my (our) claim as a Class Member and for purposes 

of enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by 

and subject to the terms of any judgment that may be entered in the Action. I (We) agree to furnish 

additional information to the Claims Administrator to support this claim if requested to do so. I 

(We) have not submitted any other claim in connection with the purchase or acquisition of Accretive 

Health common stock and know of no other person having done so on my (our) behalf. 

IV. RELEASE 

1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, 

finally and forever settle, release and discharge from the Released Claims each and all of the 

Released Persons as provided in the Settlement Agreement. 

2. “Related Persons” means, with respect to the Defendants, each and all of their 

respective present or former parents, subsidiaries, affiliates, successors and assigns, and each and all 

of their respective present or former officers, directors, employees, employers, attorneys, 

accountants, financial advisors, commercial bank lenders, insurers, reinsurers, investment bankers, 

representatives, general and limited partners and partnerships, heirs, executors, administrators, 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 73 of 90 PageID #:2293
- 8 - 

866702_3 

successors, affiliates, agents, spouses, associates, and assigns of each of them or any trust of which

any Defendant and/or their Related Persons is the settlor or which is for the benefit of any Defendant

and/or their Related Persons and/or member(s) of his or her family and any entity in which any such 

Defendant and/or their Related Persons has a controlling interest. 

3. “Released Claims” means any and all claims, causes of action, rights, actions, suits, 

obligations, debts, demands, judgments, agreements, promises, liabilities, damages, losses, 

controversies, costs, expenses or attorney fees, of every nature and description whatsoever that were,

may have been, or could have been asserted in the Action and whether direct or indirect, now known 

or unknown, suspected or unsuspected, accrued or unaccrued, in law or in equity whether having 

arisen or yet to arise, including, without limitation, any claims of violations of federal or state 

securities laws and any federal or state claims of fraud, intentional misrepresentation, negligent 

misrepresentation, negligence, gross negligence, breach of duty of care and/or breach of duty of 

loyalty, breach of fiduciary duty, or violations of any state or federal statutes, rules or regulations 

(including “Unknown Claims” as defined below), that have been or could have been alleged or 

asserted now or in the future by the Lead Plaintiff or any Class Member against the Defendants or 

any of them or any of the Released Persons in this Action or in any other court action or before any 

administrative body, tribunal, arbitration panel, or other adjudicatory body, arising out of, relating to, 

or in connection with: (a) both a Class Member’s purchase(s) or acquisition(s) of Accretive Health 

common stock during the Class Period and the acts, facts, transactions, events, occurrences, 

disclosures, statements, omissions, or failures to act that were alleged, may have been alleged, or 

could have been alleged in the Action; or (b) any claims relating to the institution, prosecution, 

assertion, settlement, or resolution of the Action. For the avoidance of doubt, Released Claims does 

not include the claims alleged as of the date of the Settlement Agreement in the actions captioned: 

Tiffany M. Hughes v. Accretive Health, Inc., et al., Civil Action No. 13-cv-3688 (N.D. Ill.); Marvin 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 74 of 90 PageID #:2294
- 9 - 

866702_3 

H. Maurras Revocable Trust et al. v. Edgar M. Bronfman, Jr., et al., Civil Action No. 12-cv-03395 

(N.D. Ill.); Zhao v. Tolan et al., No. 12-cv-06019 (N.D. Ill.); Robert Doyle v. Mary A. Tolan, et al., 

Civil Action No. 8008-VCP (Del. Ch.); and In re Accretive Health Inc. Derivative Litigation, Case 

No. 12-CH-23754 (Il. Ch. Ct.). 

4. “Released Persons” means each and all of Defendants and each and all of their 

Related Persons. 

5. “Unknown Claims” means any Released Claims which Lead Plaintiff or any Class 

Member does not know or suspect to exist in his, her or its favor at the time of the release of the 

Released Persons which, if known by him, her or it, might have affected his, her or its settlement 

with and release of the Released Persons, or might have affected his, her or its decision not to object 

to this Settlement. With respect to any and all Released Claims, the Settling Parties stipulate and 

agree that, upon the Effective Date, Lead Plaintiff shall expressly and each of the Class Members 

shall be deemed to have, and by operation of the Judgment shall have, expressly waived to the fullest 

extent permitted by law the provisions, rights, and benefits of California Civil Code §1542, which 

provides: 

A general release does not extend to claims which the creditor does not 

know or suspect to exist in his or her favor at the time of executing the release, 

which if known by him or her must have materially affected his or her 

settlement with the debtor. 

Lead Plaintiff shall expressly and each of the Class Members shall be deemed to have, and by 

operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits 

conferred by any law of any state or territory of the United States, or principle of common law, 

which is similar, comparable, or equivalent to California Civil Code §1542. Lead Plaintiff and Class 

Members may hereafter discover facts in addition to or different from those which he, she or it now 

knows or believes to be true with respect to the subject matter of the Released Claims, but Lead 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 75 of 90 PageID #:2295
- 10 - 

866702_3 

Plaintiff shall expressly, and each Class Member, upon the Effective Date, shall be deemed to have, 

and by operation of the Judgment shall have, fully, finally, and forever settled and released any and 

all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, 

whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of 

law or equity now existing or coming into existence in the future, including, but not limited to, 

conduct that is negligent, intentional, with or without malice, or a breach of any duty, law, or rule,

without regard to the subsequent discovery or existence of such different or additional facts, whether

or not previously or currently asserted in any action. Lead Plaintiff acknowledges, and the Class 

Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing 

waiver was separately bargained for and an essential term of the Settlement of which this release is a

part. 

6. This release shall be of no force or effect unless and until the Court approves the 

Settlement Agreement and the Settlement becomes effective on the Effective Date. 

7. I (We) hereby warrant and represent that I (we) have not assigned or transferred or 

purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this 

release or any other part or portion thereof. 

8. I (We) hereby warrant and represent that I (we) have included information about all 

of my (our) purchases, acquisitions and sales of Accretive Health common stock between November 

10, 2010 and July 24, 2012, inclusive, and the number of Accretive Health common stock held by 

me (us) at the close of trading on November 9, 2010, April 27, 2012, and July 24, 2012. 

9. I (We) certify that I am (we are) not subject to backup withholding under the 

provisions of Section 3406(a)(1)(C) of the Internal Revenue Code. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 76 of 90 PageID #:2296
- 11 - 

866702_3 

Note: If you have been notified by the Internal Revenue Service that you are subject to 

backup withholding, please strike out the language that you are not subject to backup withholding in 

the certification above. 

I declare under penalty of perjury under the laws of the United States of America that the 

foregoing information supplied by the undersigned is true and correct. 

Executed this ________________ day of __________________ 

 (Month/Year) 

in ____________________________________________________ 

(City) (State/Country) 

(Sign your name here) 

(Type or print your name here) 

(Capacity of person(s) signing, 

e.g., Beneficial Purchaser or Acquirer, 

Executor or Administrator) 

ACCURATE CLAIMS PROCESSING TAKES A 

SIGNIFICANT AMOUNT OF TIME. 

THANK YOU FOR YOUR PATIENCE. 

Reminder Checklist: 

1. Please sign the above release and declaration. 

2. Remember to attach supporting documentation, if available. 

3. Do not send original stock certificates. 

4. Keep a copy of your claim form for your records.

5. If you desire an acknowledgment of receipt of your claim form, please send it 

Certified Mail, Return Receipt Requested. 

6. If you move, please send us your new address. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 77 of 90 PageID #:2297
EXHIBIT A-3

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 78 of 90 PageID #:2298
866706_3 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

LINDA WONG, Individually and on Behalf of 

All Others Similarly Situated, 

Plaintiff, 

vs. 

ACCRETIVE HEALTH, INC., et al., 

Defendants. 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

No. 1:12-cv-03102 

CLASS ACTION 

Judge Sharon Johnson Coleman 

Magistrate Judge Arlander Keys 

SUMMARY NOTICE 

EXHIBIT A-3 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 79 of 90 PageID #:2299
- 1 - 

866706_3 

TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED THE 

COMMON STOCK OF ACCRETIVE HEALTH, INC. (“ACCRETIVE HEALTH” 

OR THE “COMPANY”) BETWEEN NOVEMBER 10, 2010 AND APRIL 27, 2012, 

INCLUSIVE (“CLASS PERIOD”)

YOU ARE HEREBY NOTIFIED that pursuant to an Order of the United States District 

Court for the Northern District of Illinois, a hearing will be held on __________, 2013, at __:__ 

__.m., before the Honorable Sharon Johnson Coleman, United States District Judge, at the Everett 

McKinley Dirksen United States Courthouse, Courtroom 1425, 219 South Dearborn Street, Chicago, 

IL 60604, for the purpose of determining (1) whether the proposed settlement of the Action for the 

sum of Fourteen Million Dollars ($14,000,000.00) in cash should be approved by the Court as fair, 

reasonable, and adequate, which would result in this Action being dismissed with prejudice against 

the Released Persons as set forth in the Settlement Agreement dated September 19, 2013; (2) 

whether the Plan of Distribution of settlement proceeds is fair, reasonable, and adequate and 

therefore should be approved; and (3) the reasonableness of the application of Lead Counsel for the 

payment of attorneys’ fees and expenses in connection with this Action, together with interest 

thereon. 

If you purchased or otherwise acquired Accretive Health common stock, your rights may be 

affected by this Action and the settlement thereof. If you have not received a detailed Notice of 

Pendency and Proposed Settlement of Class Action and a copy of the Proof of Claim and Release 

form, you may obtain copies by writing to Accretive Health Securities Litigation, Claims 

Administrator, c/o Gilardi & Co. LLC, P.O. Box 990, Corte Madera, CA 94976-0990, or by 

downloading this information at www.gilardi.com. If you are a Class Member, in order to share in 

the distribution of the Net Settlement Fund, you must submit a Proof of Claim and Release form 

postmarked no later than _______, 2013, establishing that you are entitled to a recovery. You will 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 80 of 90 PageID #:2300
- 2 - 

866706_3 

be bound by any judgment rendered in the Action unless you request to be excluded, in writing, to 

the above address, postmarked by ________, 2013. 

Any objection to any aspect of the settlement must be filed with the Clerk of the Court no 

later than __________, 2013, and received by the following no later than ____________, 2013: 

ROBBINS GELLER RUDMAN 

 & DOWD LLP 

ELLEN GUSIKOFF STEWART 

655 West Broadway, Suite 1900 

San Diego, CA 92101 

Counsel for Lead Plaintiff 

KIRKLAND & ELLIS LLP 

ANDREW B. CLUBOK 

ADAM T. HUMANN 

601 Lexington Avenue 

New York, NY 10022 

Counsel for Defendants 

PLEASE DO NOT CONTACT THE COURT OR THE CLERK’S OFFICE REGARDING 

THIS NOTICE. 

DATED: ______________________, 2013 BY ORDER OF THE COURT 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 81 of 90 PageID #:2301
EXHIBIT B

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 82 of 90 PageID #:2302
866713_3 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

LINDA WONG, Individually and on Behalf of 

All Others Similarly Situated, 

Plaintiff, 

vs. 

ACCRETIVE HEALTH, INC., et al., 

Defendants. 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

No. 1:12-cv-03102 

CLASS ACTION 

Judge Sharon Johnson Coleman 

Magistrate Judge Arlander Keys 

[PROPOSED] FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE 

EXHIBIT B 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 83 of 90 PageID #:2303
- 1 - 

866713_3 

This matter came before the Court for hearing pursuant to the Order Preliminarily Approving 

Settlement and Providing for Notice (“Notice Order”) dated ___________, 2013, on the application 

of the Settling Parties for approval of the Settlement set forth in the Settlement Agreement dated 

September 19, 2013 (the “Stipulation” or the “Settlement Agreement”). Due and adequate notice 

having been given to the Class as required in said Notice Order, and the Court having considered all 

papers filed and proceedings had herein and otherwise being fully informed in the premises and good 

cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that: 

1. This Final Judgment incorporates by reference the definitions in the Settlement 

Agreement, and all terms used herein shall have the same meanings as set forth in the Settlement 

Agreement, unless otherwise set forth herein. 

2. This Court has jurisdiction over the subject matter of the Action and over all Settling 

Parties to the Action, including all members of the Class. 

3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court certifies a 

Class for settlement purposes only defined as: All persons, without geographic limitation, who 

purchased or otherwise acquired Accretive Health common stock during the period from November 

10, 2010 through and including April 27, 2012, or their successor in interest, and who were damaged 

by Defendants’ alleged violations of Sections 10(b) and/or 20(a) of the Securities Exchange Act of 

1934. Excluded from the Class are Defendant, the current officers and directors of the Company, 

members of their immediate families, any entity in which a Defendant has a controlling interest, and 

the legal representatives, heirs, successors or assigns of any such excluded party. Also excluded 

from the Class are those Persons who timely and validly exclude themselves therefrom. 

4. Pursuant to Federal Rule of Civil Procedure 23, this Court hereby approves the 

Settlement set forth in the Settlement Agreement and finds that said Settlement is, in all respects, 

fair, reasonable, and adequate to the Class. 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 84 of 90 PageID #:2304
- 2 - 

866713_3 

5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court finds that the 

Settlement Agreement and Settlement are fair, reasonable, and adequate as to each of the Settling 

Parties, and that the Settlement Agreement and Settlement are hereby finally approved in all 

respects, and the Settling Parties are hereby directed to perform its terms. 

6. Accordingly, the Court authorizes and directs implementation of all the terms and 

provisions of the Settlement Agreement, as well as the terms and provisions hereof. The Court 

hereby dismisses, as to Defendants, the Action and all Released Claims of the Class with prejudice, 

without costs as to any of the Released Persons, except as and to the extent provided in the 

Settlement Agreement and herein. 

7. Upon the Effective Date hereof, and as provided in the Settlement Agreement, Lead 

Plaintiff shall, and each of the Class Members shall be deemed to have, and by operation of this 

Final Judgment shall have, fully, finally, and forever released, relinquished, and discharged all 

Released Claims (including, without limitation, Unknown Claims) against the Released Persons, 

whether or not such Class Member executes and delivers the Proof of Claim and Release. 

8. Upon the Effective Date hereof, and as provided in the Settlement Agreement, each of 

the Released Persons shall be deemed to have, and by operation of this Final Judgment shall have, 

fully, finally, and forever released, relinquished, and discharged Lead Plaintiff, each and all of the

Class Members, and Plaintiffs’ Counsel from all claims (including, without limitation, Unknown 

Claims) arising out of, relating to, or in connection with, the institution, prosecution, assertion, 

settlement, or resolution of the Action or the Released Claims. 

9. Upon the Effective Date hereof, and as provided in the Settlement Agreement, Lead 

Plaintiff and each of the Class Members, and their heirs, executors, administrators, successors, and 

assigns, shall also be deemed to have, and by operation of this Judgment shall have, fully, finally, 

and forever released, relinquished, and discharged the Released Persons and their counsel from all 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 85 of 90 PageID #:2305
- 3 - 

866713_3 

Released Claims (including, without limitation, Unknown Claims) arising out of the defense, 

conduct, settlement, or resolution of the Action or the Released Claims. 

10. Upon the Effective Date, Lead Plaintiff and each of the Class Members who have not 

timely opted out of the Class, and their predecessors, successors, agents, representatives, attorneys,

and affiliates, and the heirs, executors, administrators, successors, and assigns of each of them, 

directly or indirectly, individually, representatively, or in any other capacity, shall be permanently

barred and enjoined from the assertion, institution, maintenance, prosecution, or enforcement against 

any Released Person, in any state or federal court or arbitral forum, or in the court of any foreign 

jurisdiction, of any and all Released Claims (including, without limitation, Unknown Claims), as 

well as any other claims arising out of, relating to, or in connection with, the defense, settlement, or 

resolution of the Action or the Released Claims. 

11. The Notice of Pendency and Proposed Settlement of Class Action given to the Class 

in accordance with the Notice Order entered on ___________, 2013 was the best notice practicable 

under the circumstances, including the individual notice to all members of the Class who could be 

identified through reasonable effort. Said notice provided the best notice practicable under the 

circumstances of those proceedings and of the matters set forth therein, including the proposed 

Settlement set forth in the Settlement Agreement, to all Persons entitled to such notice, and said 

notice fully satisfied the requirements of Federal Rule of Civil Procedure 23 and the requirements of 

due process. 

12. Any plan of distribution submitted by Lead Counsel or any order entered regarding 

any attorneys’ fee and expense application shall in no way disturb or affect this Judgment and shall 

be considered separate from this Judgment. 

13. Neither the Settlement Agreement nor the Settlement contained therein, nor any act 

performed or document executed pursuant to or in furtherance of the Settlement Agreement or the 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 86 of 90 PageID #:2306
- 4 - 

866713_3 

Settlement (a) is or may be deemed to be or may be used as an admission of, or evidence of, the 

validity of any Released Claim, or of any wrongdoing or liability of the Released Persons; or (b) is 

or may be deemed to be or may be used as an admission of, or evidence of, any fault or omission of 

any of the Released Persons; or (c) is or may be deemed to be or may be used as an admission or 

evidence that any claims asserted by Lead Plaintiff were not valid or that the amount recoverable 

was not greater than the Settlement amount, in any civil, criminal, or administrative proceeding in 

any court, administrative agency, or other tribunal. The Released Persons may file the Settlement 

Agreement and/or this Judgment in any action that may be brought against them in order to support a 

defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith 

settlement, judgment bar or reduction or any other theory of claim preclusion or issue preclusion or 

similar defense or counterclaim. 

14. Without affecting the finality of this Judgment in any way, this Court hereby retains 

continuing exclusive jurisdiction over: (a) implementation of this Settlement and any award or 

distribution of the Settlement Fund, including interest earned thereon; (b) disposition of the 

Settlement Fund; (c) hearing and determining applications for attorneys’ fees, interest, and expenses 

in the Action; and (d) all Settling Parties hereto for the purpose of construing, enforcing, and 

administering the Settlement Agreement. 

15. The Court finds that during the course of the Action, the Settling Parties and their 

respective counsel at all times complied with the requirements of Federal Rule of Civil Procedure 

11. 

16. In the event that the Settlement does not become effective in accordance with the 

terms of the Settlement Agreement, or the Effective Date does not occur, or in the event that the 

Settlement Fund, or any portion thereof, is returned to the Defendants, then this Judgment shall be 

rendered null and void to the extent provided by and in accordance with the Settlement Agreement 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 87 of 90 PageID #:2307
- 5 - 

866713_3 

and shall be vacated and, in such event, all orders entered and releases delivered in connection 

herewith shall be null and void to the extent provided by and in accordance with the Settlement 

Agreement. 

17. Without further order of the Court, the Settling Parties may agree to reasonable 

extensions of time to carry out any of the provisions of the Settlement Agreement. 

18. The Court directs immediate entry of this Final Judgment by the Clerk of the Court. 

IT IS SO ORDERED. 

DATED: ________________ ______________________________________________ 

THE HONORABLE SHARON JOHNSON COLEMAN 

UNITED STATES DISTRICT JUDGE 

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 88 of 90 PageID #:2308
CERTIFICATE OF SERVICE 

I hereby certify that on September 26, 2013, I authorized the electronic filing of the 

foregoing with the Clerk of the Court using the CM/ECF system which will send notification of 

such filing to the e-mail addresses denoted on the attached Electronic Mail Notice List, and I 

hereby certify that I caused to be mailed the foregoing document or paper via the United States 

Postal Service to the non-CM/ECF participants indicated on the attached Manual Notice List. 

I certify under penalty of perjury under the laws of the United States of America that the 

foregoing is true and correct. Executed on September 26, 2013. 

s/ Ellen Gusikoff Stewart 

ELLEN GUSIKOFF STEWART 

ROBBINS GELLER RUDMAN 

 & DOWD LLP 

655 West Broadway, Suite 1900 

San Diego, CA 92101-3301 

Telephone: 619/231-1058 

619/231-7423 (fax) 

E-mail: elleng@rgrdlaw.com

Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 89 of 90 PageID #:2309
Case: 1:12-cv-03102 Document #: 65 Filed: 09/26/13 Page 90 of 90 PageID #:2310