TAX RECEIVABLE AGREEMENT (EXCHANGES) among EMDEON INC., H&F ITR HOLDCO, L.P., GA ITR HOLDCO, L.P., and GA-H&F ITR HOLDCO, L.P. Dated as of August 17, 2009Tax Receivable Agreement • August 17th, 2009 • Emdeon Inc. • Services-business services, nec • New York
This TAX RECEIVABLE AGREEMENT (EXCHANGES) (this “Agreement”), dated as of August 17, 2009, 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”), GA ITR Holdco, L.P., a Delaware limited partnership (the “GA ITR Entity”), GA-H&F ITR Holdco, L.P., a Delaware limited partnership (the “ITR Entity”), and each of the successors and assigns thereto.
STOCKHOLDERS’ AGREEMENT by and among EMDEON INC., HELLMAN & FRIEDMAN CAPITAL ASSOCIATES VI, L.P., HELLMAN & FRIEDMAN CAPITAL EXECUTIVES VI, L.P., HFCP VI DOMESTIC AIV, L.P., H&F HARRINGTON AIV II, L.P., HELLMAN & FRIEDMAN INVESTORS VI, L.P., GENERAL...Stockholders’ Agreement • August 17th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
This STOCKHOLDERS’ AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of August 5, 2009, by and among Emdeon Inc., a Delaware corporation (the “Company”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (“HF Stockholder 1”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“HF Stockholder 2”), HFCP VI Domestic AIV, L.P., a Delaware limited partnership (“HF Stockholder 3”), H&F Harrington AIV II, L.P., a Delaware limited partnership (“HF Stockholder 4”), Hellman & Friedman Investors VI, L.P., a Delaware limited partnership (“HF Stockholder 5” and, together with HF Stockholder 1, HF Stockholder 2, HF Stockholder 3 and HF Stockholder 4 and their respective Permitted Transferees, the “HF Stockholders”), General Atlantic Partners 83, L.P., a Delaware limited partnership (“GA Stockholder 1”), General Atlantic Partners 84, L.P., a Delaware limited partnership (“GA Stockholder 2”)
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 17th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
This Agreement and Plan of Merger is made and entered into this 5th day of August, 2009 by and among Emdeon Inc., a Delaware corporation (“Emdeon”), EBS Holdco I, LLC, a Delaware limited liability company (“Sub 1”), and EBS Acquisition II LLC, a Delaware limited liability company (“EBS Acquisition II” and, together with Sub 1, the “Constituent Entities”).
TAX RECEIVABLE AGREEMENT (MANAGEMENT) among EMDEON INC. and THE PERSONS NAMED HEREIN Dated as of August 17, 2009Tax Receivable Agreement • August 17th, 2009 • Emdeon Inc. • Services-business services, nec • New York
This TAX RECEIVABLE AGREEMENT (MANAGEMENT) (this “Agreement”), dated as of August 17, 2009, 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.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 17th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
This Agreement and Plan of Merger is made and entered into this 5th day of August, 2009 by and among Emdeon Inc., a Delaware corporation (“Emdeon”), EBS Holdco II, LLC, a Delaware limited liability company (“Sub 2”), and H&F Harrington, Inc., a Delaware corporation (“Harrington” and, together with Sub 2, the “Constituent Entities”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • August 17th, 2009 • Emdeon Inc. • Services-business services, nec • New York
UNIT PURCHASE AGREEMENT, dated August 11, 2009 (this “Agreement”), among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and, each a “Seller”), and Emdeon Inc., a Delaware corporation, as Purchaser (the “Purchaser”).
REORGANIZATION AGREEMENT Dated as of August 4, 2009Reorganization Agreement • August 17th, 2009 • Emdeon Inc. • Services-business services, nec • New York
REORGANIZATION AGREEMENT, dated as of August 4, 2009, by and among Emdeon Inc., a Delaware corporation (the “Company”), EBS Acquisition II, LLC, a Delaware limited liability company (“EBS Acquisition II”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (“H&F Capital Associates”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“H&F Capital Executives”), HFCP VI Domestic AIV, L.P., a Delaware limited partnership (“HFCP Domestic”), H&F Harrington AIV I, L.P., a Delaware limited partnership (“Harrington LP”), Hellman & Friedman Investors VI, L.P., a Delaware limited partnership (“H&F GP”), H&F Harrington Inc., a Delaware corporation (“Harrington Inc.”), H&F Harrington AIV II, L.P., a Delaware limited partnership (“Harrington AIV”), the ERX Members of EBS Master LLC set forth on Schedule IV hereto (the “ERX Members”), EBS Holdco I, LLC, a Delaware limited liability company (“Sub 1”), EBS Holdco II, LLC, a Delaware limited liab
SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EBS MASTER LLC DATED AS OF AUGUST 17, 2009Limited Liability Company Agreement • August 17th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
This SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of August 17, 2009, by and among EBS MASTER LLC, a Delaware limited liability company (the “Company”), and the Persons listed on Schedule I from time to time, pursuant to the provisions of the Act, on the following terms and conditions. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
