AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (REORGANZATIONS) among EMDEON INC., H&F ITR HOLDCO, L.P., [BX ITR HOLDCO, L.P.], and GA-H&F ITR HOLDCO, L.P. Dated as of [ ], 2011Tax Receivable Agreement • August 22nd, 2011 • Emdeon Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (REORGANIZATIONS) (this “Agreement”), dated as of [ ], 2011, is hereby entered into by and among Emdeon Inc., a Delaware corporation (the “Corporate Taxpayer”), H&F ITR Holdco, L.P., a Delaware limited partnership (the “HF ITR Entity”), [BX ITR Holdco, L.P., a Delaware limited partnership] (the “BX ITR Entity”), GA-H&F ITR Holdco, L.P., a Delaware limited partnership (the “ITR Entity”), and each of the successors and assigns thereto.
AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (MANAGEMENT) among EMDEON INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2011Tax Receivable Agreement • August 22nd, 2011 • Emdeon Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (MANAGEMENT) (this “Agreement”), dated as of [ ], 2011, is hereby entered into by and among Emdeon Inc., a Delaware corporation (the “Corporate Taxpayer”), and each of the persons from time to time party hereto.
VOTING AGREEMENT by and among BEAGLE PARENT CORP. and THE STOCKHOLDERS PARTY HERETO Dated as of August 3, 2011Voting Agreement • August 22nd, 2011 • Emdeon Inc. • Services-business services, nec • Delaware
This VOTING AGREEMENT, dated as of August 3, 2011 (this “Agreement”), is entered into by and among Beagle Parent Corp., a Delaware corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder”).
TRANSFER AGREEMENTTransfer Agreement • August 22nd, 2011 • Emdeon Inc. • Services-business services, nec • New York
THIS TRANSFER AGREEMENT (the “Agreement”) is made and entered into as of August 3, 2011, by and between GA ITR Holdco, L.P., a Delaware limited partnership (the “Transferor”), Beagle Parent LLC, a Delaware limited liability company (the “Transferee”), ITR Holdco GP, LLC, a Delaware limited liability company (the “GP”), GA-H&F ITR Holdco, L.P., a Delaware limited partnership (the “Partnership”), and H&F ITR Holdco, L.P. (the “H&F Member”).
BLACKSTONE CAPITAL PARTNERS, VI L.P. C/O THE BLACKSTONE GROUP L.P. NEW YORK, NEW YORK 10154 August 3, 2011Letter Agreement • August 22nd, 2011 • Emdeon Inc. • Services-business services, nec • New York
This letter agreement (this “Agreement”) sets forth the commitment of Blackstone Capital Partners, VI L.P. (“Sponsor”), on the terms and subject to the conditions contained herein, to purchase, or cause the purchase of, the equity of Beagle Parent Corp., a newly formed Delaware corporation (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Emdeon Inc., a Delaware corporation (the “Company”), Parent and Beagle Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly-owned subsidiary of Parent. Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided
LIMITED GUARANTEELimited Guarantee • August 22nd, 2011 • Emdeon Inc. • Services-business services, nec • New York
This LIMITED GUARANTEE is dated as of August 3, 2011 (this “Limited Guarantee”) and is by Blackstone Capital Partners, VI L.P., a Delaware partnership (the “Guarantor”) in favor of Emdeon Inc., a Delaware corporation (the “Guaranteed Party”).
INTERIM INVESTORS AGREEMENT by and among BEAGLE PARENT CORP. and THE INVESTORS PARTY HERETO Dated as of August 3, 2011Interim Investors Agreement • August 22nd, 2011 • Emdeon Inc. • Services-business services, nec • Delaware
This INTERIM INVESTORS AGREEMENT (the “Agreement”) is made as of August 3, 2011 by and among Beagle Parent Corp., a Delaware corporation (“Parent”), Blackstone Capital Partners VI, L.P. (“Blackstone”), HFCP VI Domestic AIV, L.P., Hellman & Friedman Investors VI, L.P., H&F Harrington AIV II, L.P., Hellman & Friedman Capital Executives VI, L.P. and Hellman & Friedman Capital Associates VI, L.P. (collectively, “H&F”) and any other person that becomes party hereto pursuant to and in accordance with Section 2.16 (collectively, the “Co-Investors” and, together with Blackstone and H&F, the “Investors”).
UNIT PURCHASE AGREEMENT by and among EBS HOLDCO II, LLC and THE UNITHOLDERS PARTY HERETO Dated as of [—], 20[—]Unit Purchase Agreement • August 22nd, 2011 • Emdeon Inc. • Services-business services, nec • Delaware
This UNIT PURCHASE AGREEMENT, dated as of [—], 20[—] (this “Agreement”) is entered into by and among EBS HoldCo II, LLC, a Delaware limited liability company (the “Purchaser”), and each of the persons listed on Annex A hereto (each, a “Unitholder” and collectively, the “Unitholders”).
EQUITY ROLLOVER AGREEMENT H&F HARRINGTON AIV II, L.P. C/O HELLMAN & FRIEDMAN LLCEquity Rollover Agreement • August 22nd, 2011 • Emdeon Inc. • Services-business services, nec • New York
This letter agreement (this “Agreement”) sets forth the H&F Commitment (as defined below) of H&F Harrington AIV II, L.P. (the “H&F Sponsor”), on the terms and subject to the conditions contained herein, to exchange, or to cause the exchange of, shares of Class A common stock, par value $0.00001, per share (“Class A Common Stock”), of Emdeon, Inc., a Delaware corporation (the “Company”) for the equity of Beagle Parent Corp., a newly formed Delaware corporation (“Parent”). This Agreement also sets forth the commitments of (i) HFCP VI Domestic AIV, L.P., Hellman & Friedman Investors VI, L.P., Hellman & Friedman Capital Executives VI, L.P. and Hellman & Friedman Capital Associates VI, L.P. (the “H&F Unitholders”), on the terms and subject to the conditions contained herein, to enter into the Unit Purchase Agreement substantially in the form attached hereto as Exhibit A (the “Unit Purchase Agreement”) at the Effective Time and effect the transactions contemplated thereby (the “Unit Purchase
