AGREEMENT OF CONTRIBUTION AND SALE dated as of June 28, 2016 by and among PF2 NEWCO LLC PF2 NEWCO INTERMEDIATE HOLDINGS, LLC PF2 NEWCO HOLDINGS, LLC MCKESSON CORPORATION HCIT HOLDINGS, INC. CHANGE HEALTHCARE, INC. CHANGE AGGREGATOR L.P. and H&F ECHO...Tax Receivable Agreement • July 5th, 2016 • Change Healthcare Holdings, Inc. • Services-business services, nec • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of PF2 NewCo LLC, a Delaware limited liability company (the “Company”), is made as of [●], 2016, by and among (i) [MCK IPCo], a Delaware limited liability company (“MCK IPCo”), (ii) [New PST], a Delaware limited liability company (“PST”, and together with MCK IPCo, the “MCK Members”), (iii) HCIT Holdings, Inc., a Delaware corporation newly formed by the Echo Shareholders (as defined below) (“Echo”, and together with the MCK Members, the “Initial Members”), (iv) the Company, (v) each other Person who at any time becomes a Member in accordance with the terms of this Agreement and the Act and (vi) PF2 NewCo Intermediate Holdings, LLC and PF2 NewCo Holdings, LLC (together with PF2 NewCo Intermediate Holdings, LLC and the Company, the “Company Parties”).
AMENDMENT NO. 2 TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • July 5th, 2016 • Change Healthcare Holdings, Inc. • Services-business services, nec
THIS AMENDMENT NO. 2 (this “Amendment”), effective as of June 28, 2016, amends the Stockholders’ Agreement (the “Agreement”) dated as of November 2, 2011, as amended by Amendment No. 1 to the Stockholders’ Agreement dated as of November 18, 2015, by and among Change Healthcare, Inc. (a Delaware corporation formerly known as Beagle Parent Corp. (the “Company”)), Change Intermediate Holdings, Inc. (a Delaware corporation formerly known as Beagle Intermediate Holdings, Inc.), Change Healthcare Holdings, Inc. (a Delaware corporation formerly known as Emdeon Inc., successor by merger to Beagle Acquisition Corp.), Blackstone (as defined in the Agreement), H&F (as defined in the Agreement, and together with Blackstone, the “Sponsors”), and each other Person from time to party thereto (together with the Sponsors, the “Stockholders”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Agreement.
INTERIM STOCKHOLDERS’ AGREEMENTInterim Stockholders’ Agreement • July 5th, 2016 • Change Healthcare Holdings, Inc. • Services-business services, nec • Delaware
This INTERIM STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of June 28, 2016, is entered into by and among (i) Change Healthcare, Inc., a Delaware corporation (“Echo Holdco”), (ii) Change Aggregator, L.P., a Delaware limited partnership (“BX”), (iii) H&F Echo Holdings, L.P., a Delaware limited partnership (“H&F”), and (iv) the other equityholders of Echo Holdco that becomes a party hereto (together with BX and H&F, each an “Echo Shareholder” and together, the “Echo Shareholders”). Echo Holdco and the Echo Shareholders shall be referred to herein collectively as the “Parties”.
