exv10w2






Exhibit 10.2




EXECUTION COPY




 

 








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 ATLANTIC PARTNERS 83, L.P.,

GENERAL ATLANTIC PARTNERS 84, L.P.,

GAP-W, LLC

GAPSTAR, LLC,

GAPCO GMBH & CO. KG,

GAP COINVESTMENTS CDA, L.P.,

GAP COINVESTMENTS III, LLC,

GAP COINVESTMENTS IV, LLC,




(solely for the purposes of Article I, Article V, Section 6.1, Section 6.2, Section 6.3,

Section 6.4, Section 6.5 and Article VII)

THE MANAGEMENT STOCKHOLDERS NAMED HEREIN




and




(solely for the purposes of Article I, Article V, Section 6.1, Section 6.2, Section 6.3, 
Section
6.4, Section 6.5 and Article VII)

THE ERX STOCKHOLDERS NAMED HEREIN




 






Dated as of August 5, 2009




 






 

 






 









 












Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 
	Section 1.1
	 	Certain Definitions	 	 	2	 
	Section 1.2
	 	Interpretive Provisions	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE II CORPORATE GOVERNANCE	 	 	15	 
	 
	 	 	 	 	 	 
	Section 2.1
	 	Board of Directors	 	 	15	 
	Section 2.2
	 	Conflicting Charter Provisions	 	 	21	 
	Section 2.3
	 	Controlled Company	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE III INFORMATION RIGHTS; VCOC RIGHTS	 	 	21	 
	 
	 	 	 	 	 	 
	Section 3.1
	 	Information Rights; VCOC Rights	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE IV PRIORITIES UPON TRANSFER	 	 	25	 
	 
	 	 	 	 	 	 
	Section 4.1
	 	Order of Priorities Among the Institutional Stockholders	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE V REGISTRATION RIGHTS	 	 	27	 
	 
	 	 	 	 	 	 
	Section 5.1
	 	Demand Rights	 	 	27	 
	Section 5.2
	 	Piggyback Registration Rights	 	 	30	 
	Section 5.3
	 	Form S-3 Registration	 	 	32	 
	Section 5.4
	 	Shelf Take Downs	 	 	36	 
	Section 5.5
	 	Selection of Underwriters	 	 	38	 
	Section 5.6
	 	Withdrawal Rights; Expenses	 	 	38	 
	Section 5.7
	 	Registration and Qualification	 	 	38	 
	Section 5.8
	 	Underwriting; Due Diligence	 	 	43	 
	Section 5.9
	 	Indemnification and Contribution	 	 	44	 
	Section 5.10
	 	Cooperation; Information by Selling Holder	 	 	47	 
	Section 5.11
	 	Rule 144	 	 	48	 
	Section 5.12
	 	Holdback Agreement	 	 	48	 
	Section 5.13
	 	Suspension of Sales	 	 	48	 
	Section 5.14
	 	Third Party Registration Rights	 	 	49	 
	 
	 	 	 	 	 	 
	ARTICLE VI TRANSFERS	 	 	49	 
	 
	 	 	 	 	 	 
	Section 6.1
	 	Restrictions on Transfer	 	 	49	 
	Section 6.2
	 	Transferee Stockholders	 	 	51	 
	Section 6.3
	 	Tag-Along Right	 	 	51	 
	Section 6.4
	 	Legend	 	 	53	 
	Section 6.5
	 	Further Limits on Transfer or Issuance of Class B Shares	 	 	54	 
	 
	 	 	 	 	 	 
	ARTICLE VII GENERAL	 	 	54	 
	 
	 	 	 	 	 	 
	Section 7.1
	 	Certificate of Incorporation	 	 	54	 






(i)









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Section 7.2
	 	Covenants with respect to EBS Master	 	 	54	 
	Section 7.3
	 	Amendments; Waivers	 	 	55	 
	Section 7.4
	 	Termination	 	 	56	 
	Section 7.5
	 	Further Assurances	 	 	56	 
	Section 7.6
	 	Binding Effect; Assignment	 	 	57	 
	Section 7.7
	 	Entire Agreement	 	 	57	 
	Section 7.8
	 	Rights of Stockholders Independent	 	 	57	 
	Section 7.9
	 	Confidentiality	 	 	57	 
	Section 7.10
	 	Governing Law	 	 	58	 
	Section 7.11
	 	Jurisdiction and Venue	 	 	59	 
	Section 7.12
	 	Specific Enforcement	 	 	59	 
	Section 7.13
	 	Headings	 	 	59	 
	Section 7.14
	 	Counterparts	 	 	59	 
	Section 7.15
	 	Notices	 	 	59	 
	Section 7.16
	 	Representation By Counsel; Interpretation	 	 	61	 
	Section 7.17
	 	Severability	 	 	61	 
	Section 7.18
	 	Expenses	 	 	61	 
	Section 7.19
	 	Indemnification	 	 	61	 
	Section 7.20
	 	No Third Party Beneficiaries	 	 	62	 






Exhibit A    Amended and Restated Certificate of Incorporation of the Company

Exhibit B    By-laws of the Company

Exhibit C    Form of Joinder to Stockholders’ Agreement

Exhibit D    Specified Value and Target





(ii) 











 





STOCKHOLDERS’ AGREEMENT




          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”), GAP-W,LLC, a Delaware limited liability company (“GA Stockholder 3”),
GapStar, LLC, a Delaware limited liability company (“GA Stockholder 4”), GAPCO GmbH & Co.
KG, a Germany Gesellshaft mit beschränkter Haftung (“GA Stockholder 5”), GAP Coinvestments
CDA, L.P., a Delaware limited partnership (“GA Stockholder 6”), GAP Coinvestments III, LLC,
a Delaware limited liability company (“GA Stockholder 7”), and GAP Coinvestments IV, LLC, a
Delaware limited liability company (“GA Stockholder 8” and, together with GA Stockholder 1,
GA Stockholder 2, GA Stockholder 3, GA Stockholder 4, GA Stockholder 5, GA Stockholder 6, GA
Stockholder 7 and their respective Permitted Transferees, the “GA Stockholders” and,
together with the HF Stockholders, the “Institutional Stockholders”), (solely for the
purposes of Article I, Article V, Section 6.1, Section 6.2, Section 6.3, Section 6.4, Section 6.5
and Article VII and without any rights or remedies under any other section hereof) the persons
listed on the signature pages hereof under “Management Stockholders” (together with their
respective Permitted Transferees, the “Management Stockholders”), and (solely for the
purposes of Article I, Article V, Section 6.1, Section 6.2, Section 6.3, Section 6.4, Section 6.5
and Article VII and without any rights or remedies under any other section hereof) the persons
listed on the signature pages hereof under “eRx Stockholders” (together with their respective
Permitted Transferees, the “eRx Stockholders”), on the following terms and conditions.
Capitalized terms used herein and not otherwise defined shall have the respective meanings set
forth in Section 1.1.




RECITALS




          WHEREAS, EBS Master LLC, a Delaware limited liability company of which the Company is managing
member (“EBS Master”), the HF Stockholders, certain Affiliates of the GA Stockholders and
the eRx Stockholders are parties to the Fifth Amended and Restated Limited Liability Company
Agreement of EBS Master, dated as of July 2, 2009, as amended by Amendment No. 1, dated as of
August 5, 2009 (the “Existing EBS Master LLC Agreement”);



          WHEREAS, Section 7.4 of the Existing EBS Master LLC Agreement requires the parties to take
certain actions in order to effect an initial public offering by



 









 







the Company, including the execution of this Agreement, Amendment No. 2 to the Existing EBS
Master LLC Agreement, and the Sixth Amended and Restated Limited Liability Company Agreement of EBS
Master (in the form attached as an exhibit to the Reorganization Agreement, and as executed and
delivered by the parties thereto and as may subsequently be amended, supplemented or restated from
time to time, the “Amended EBS Master LLC Agreement”);



          WHEREAS, in accordance with Section 7.4 of the Existing EBS Master LLC Agreement, the parties
hereto wish to enter into this Agreement to restrict the transfer of the Shares by, and to provide
certain rights, including registration rights, priorities upon transfer and the right to nominate
certain directors of the Company, for the Institutional Stockholders; and



          WHEREAS, the parties hereto wish to enter into this Agreement to restrict the transfer of the
Shares by, and to provide certain rights, including registration rights, for the Management
Stockholders and the eRx Stockholders.



          NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and
other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound, the parties hereby agree as follows:



ARTICLE I

DEFINITIONS




          Section 1.1 Certain Definitions. As used in this Agreement and any Schedules and Exhibits that may be attached to this
Agreement, the following definitions shall apply:



          “Affiliate” means, with respect to any specified Person, any other Person that,
directly or indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with, such specified Person. The term “affiliated” shall have the
correlative meaning. For purposes of this Agreement, (i) the GA Stockholders, GA LLC and GAP-W
shall each be deemed to be Affiliates of one another, (ii) the HF Stockholders, HF Fund I, HF Fund
II, HF Fund III, HF Fund IV, HF Fund V, HF Fund VI, HF Fund VII and H&F shall each be deemed to be
Affiliates of one another, (iii) no portfolio company of GA LLC (or its Affiliates) shall be deemed
or treated as an Affiliate of the Company, EBS Master or the GA Stockholders and (iv) no portfolio
company of H&F (or its Affiliates) shall be deemed or treated as an Affiliate of the Company, EBS
Master or the HF Stockholders.



          “Agreement” has the meaning set forth in the preamble.



          “Amended EBS Master LLC Agreement” has the meaning set forth in the recitals.



2









 





          “beneficially own” and “beneficial owner” shall be as defined in Rule 13d-3 of
the rules promulgated under the Exchange Act.



          “Board” means the Board of Directors of the Company.



          “Business Day” means any day that is not a Saturday, a Sunday or other day on which
banks are required or authorized by Law to be closed in the City of New York.



          “Charter” means the Amended and Restated Certificate of Incorporation and By-laws of
the Company, as the same may be amended, supplemented and/or restated from time to time, copies of
which (as in effect on the IPO Date) are attached hereto as Exhibit A and Exhibit
B, respectively.



          “Class A Shares” means the shares of Class A common stock, par value $0.00001 per
share, of the Company, or any other Equity Securities of the Company into which such stock is
reclassified or reconstituted.



          “Class B Shares” means the shares of Class B common stock, par value $0.00001 per
share, of the Company, or any other Equity Securities of the Company into which such stock is
reclassified or reconstituted (other than by Exchange).



          “Code” means the Internal Revenue Code of 1986, as amended from time to time (or any
corresponding provisions of succeeding law.)



          “Company” has the meaning set forth in the preamble.



          “Company Securities” means Other Securities sought to be included in a registration
for the Company’s account.



          “Confidential Information” has the meaning set forth in Section 7.9.



          “control” (including the terms “controlled by” and “under common control
with”), with respect to the relationship between or among two or more Persons, means the
possession, directly or indirectly or as trustee, personal representative or executor, of the power
to direct or cause the direction of the affairs or management of a Person, whether through the
ownership of voting securities, as trustee, personal representative or executor, by contract,
credit arrangement or otherwise.



          “Credit Facilities” means (i) the First Lien Credit Agreement, dated as of November
16, 2006, by and among GA EBS Merger, LLC, as borrower, Medifax-EDI Holding Company, as additional
borrower, EBS Master, as parent, the lenders party thereto, Citibank, N.A., as administrative
agent, collateral agent, Swingline Lender and Issuing Bank, Citigroup Global Markets Inc. and
Deutsche Bank Securities Inc., as joint lead arrangers, Deutsche Bank Trust Company Americas, as
syndication agent and Bear Stearns Corporate Lending Inc., as documentation agent, as amended by
Amendment No. 1 dated as of March 9, 2007 and Amendment No. 2 dated as of July 7, 2009, and as the



3









 







same may be further amended, supplemented and/or restated from time to time and (ii) Second
Lien Credit Agreement, dated as of November 16, 2006, by and among GA EBS Merger, LLC, as borrower,
Medifax-EDI Holding Company, as additional borrower, EBS Master, as parent, the lenders party
thereto, Citibank, N.A., as administrative agent, collateral agent, Swingline Lender and Issuing
Bank, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as joint lead arrangers,
Deutsche Bank Trust Company Americas, as syndication agent and Bear Stearns Corporate Lending Inc.,
as documentation agent, as amended by Amendment No. 1 dated as of July 7, 2009, and as the same may
further be amended, supplemented and/or restated from time to time.



          “Demand” has the meaning set forth in Section 5.1(a).



          “Demand Registration” has the meaning set forth in Section 5.1(a).



          “DGCL” means the General Corporation Law of the State of Delaware, as amended from
time to time (or any corresponding provisions of succeeding law).



          “Director” means any of the individuals elected or appointed to serve on the Board.



          “Disclosure Package” means (i) the preliminary prospectus, (ii) each Free Writing
Prospectus and (iii) all other information that is deemed, under Rule 159 under the Securities Act,
to have been conveyed to purchasers of securities at the time of sale (including a contract of
sale).



          “EBS Master” has the meaning set forth in the recitals.



          “Equity Securities” means (i) with respect to a partnership, limited liability company
or similar Person, any and all units, interests, rights to purchase, warrants, options or other
equivalents of, or other ownership interests in, any such Person as well as debt or equity
instruments convertible, exchangeable or exercisable into any such units, interests, rights or
other ownership interests and (ii) with respect to a corporation, any and all shares, interests,
participation or other equivalents (however designated) of corporate stock, including all common
stock and preferred stock, or warrants, options or other rights to acquire any of the foregoing,
including any debt instrument convertible or exchangeable into any of the foregoing.



          “eRx Permitted Transferee” means any of (i) a trust established by or for the benefit
of an eRx Stockholder of which only such eRx Stockholder and his or her immediate family members
are beneficiaries, (ii) any Person established for the benefit of, and beneficially owned solely
by, an entity eRx Stockholder or the sole individual direct or indirect owner of an entity eRx
Stockholder, (iii) upon an individual eRx Stockholder’s death, an executor, administrator or
beneficiary of the estate of the deceased eRx Stockholder, (iv) with respect to Class A Shares held
by Lyle Holdings, LP, Mark Lyle (and upon his death, an executor, administrator or beneficiary of
his estate) or a trust established by or for the benefit of Mark Lyle of which only Mark Lyle and
his or her immediate family members are beneficiaries, and (v) with respect to



4









 







Class A Shares held by National Health Systems, Inc. (“NHS”) any controlled Affiliate of
NHS, Ken Hill or his immediate family members for so long as such Person remains a controlled
Affiliate of NHS, Ken Hill or his immediate family members.



          “eRx Shares” means any Shares held by an eRx Stockholder or eRx Permitted Transferee.



          “eRx Stockholders” has the meaning set forth in the preamble.



          “Escrow Agreement” means the Escrow Agreement, dated as of July 2, 2009, by and among
Longhorn Members Representative, LLC, EBS Master, Envoy LLC, and U.S. Bank National Association, as
escrow agent.



          “Escrowed Shares” means Shares held in accordance with the Escrow Agreement.



          “Exchange” means an exchange of Shares pursuant to Section 3.7 of the Amended EBS
Master LLC Agreement.



          “Exchange Act” means the Securities Exchange Act of 1934, and the rules and
regulations promulgated thereunder, as the same may be amended from time to time (or any
corresponding provisions of succeeding law).



          “Existing EBS Master LLC Agreement” has the meaning set forth in the recitals.



          “FINRA” means the Financial Industry Regulatory Authority, or any successor
self-regulatory organization.



          “Form S-3” means such form under the Securities Act as is in effect on the date hereof
or any successor form under the Securities Act subsequently adopted by the SEC which permits
inclusion or incorporation of substantial information by reference to other documents filed by the
Company with the SEC.



          “Form S-3 Registration Statement” has the meaning set forth in Section 5.3(c).



          “Form S-3 Shelf Registration Statement” has the meaning set forth in Section 5.3(c).



          “Free Writing Prospectus” means any “free writing prospectus,” as defined in Rule 405
under the Securities Act.



          “GA LLC” means General Atlantic LLC, a Delaware limited liability company.



          “GA Permitted Transferee” means any investment fund Affiliated with a GA Stockholder
that was formed to make or hold multiple investments and not formed



5









 







for the specific purpose of making or facilitating an investment in the Company, provided that
the direct or indirect investment in the Company by such fund will not constitute a larger
percentage of such fund’s aggregate investments than the agreement of limited partnership or
operating agreement of such fund would permit.



          “GA Registration Party” means, collectively, those persons listed in clause (i) of the
definition of “Registration Party.”



          “GA Stockholder 1” has the meaning set forth in the preamble.



          “GA Stockholder 2” has the meaning as set forth in the preamble.



          “GA Stockholder 3” has the meaning as set forth in the preamble.



          “GA Stockholder 4” has the meaning as set forth in the preamble.



          “GA Stockholder 5” has the meaning as set forth in the preamble.



          “GA Stockholder 6” has the meaning as set forth in the preamble.



          “GA Stockholder 7” has the meaning as set forth in the preamble.



          “GA Stockholder 8” has the meaning as set forth in the preamble.



          “GA Stockholders” has the meaning set forth in the preamble.



          “GAAP” means United States generally accepted accounting principles and practices in
effect from time to time.



          “GAP-W” means GAP-W, LLC, a Delaware limited liability company.



          “Governmental Entity” means any federal, national, supranational, state, provincial,
local, foreign or other government, governmental, stock exchange, regulatory or administrative
authority, agency or commission or any court, tribunal, or judicial or arbitral body.



          “H&F” means Hellman & Friedman LLC, a Delaware limited liability company.



          “HF Fund I” means, collectively, Hellman & Friedman Capital Partners, L.P., a
California limited partnership, and the parallel funds and alternative investment vehicles related
thereto, all of which are directly or indirectly controlled by H&F or Affiliates of H&F.



          “HF Fund II” means, collectively, Hellman & Friedman Capital Partners II, L.P., a
California limited partnership, and the parallel funds and alternative investment vehicles related
thereto, all of which are directly or indirectly controlled by H&F or Affiliates of H&F.



6









 





          “HF Fund III” means, collectively, Hellman & Friedman Capital Partners III, L.P., a
California limited partnership, and the parallel funds and alternative investment vehicles related
thereto, all of which are directly or indirectly controlled by H&F or Affiliates of H&F.



          “HF Fund IV” means, collectively, Hellman & Friedman Capital Partners IV, L.P., a
California limited partnership, and the parallel funds and alternative investment vehicles related
thereto, all of which are directly or indirectly controlled by H&F or Affiliates of H&F.



          “HF Fund V” means, collectively, Hellman & Friedman Capital Partners V, L.P., a
Delaware limited partnership, and the parallel funds and alternative investment vehicles related
thereto, all of which are directly or indirectly controlled by H&F or Affiliates of H&F.



          “HF Fund VI” means, collectively, Hellman & Friedman Capital Partners VI, L.P., a
Delaware limited partnership, and the parallel funds and alternative investment vehicles related
thereto, all of which are directly or indirectly controlled by H&F or Affiliates of H&F.



          “HF Fund VII” means, collectively, Hellman & Friedman Capital Partners VII, L.P., a
Cayman Islands exempted limited partnership, and the parallel funds and alternative investment
vehicles related thereto, all of which are directly or indirectly controlled by H&F or Affiliates
of H&F, and any successor fund thereto so long as such successor fund is directly or indirectly
controlled by H&F or Affiliates of H&F.



          “HF Funds” means HF Fund I, HF Fund II, HF Fund III, HF Fund IV, HF Fund V, HF Fund
VI, and HF Fund VII.



          “HF Permitted Transferee” means any investment fund Affiliated with an HF Stockholder
that was formed to make or hold multiple investments and not formed for the specific purpose of
making or facilitating an investment in the Company (or, in the case of “alternative investment
vehicles” formed by, and that have the same partners with the same proportionate interests as an HF
Fund, the HF Fund was formed to make multiple investments and not formed for the specific purpose
of making or facilitating an investment in the Company), provided that the direct or indirect
investment in the Company by such fund will not constitute a larger percentage of such fund’s
aggregate investments than the agreement of limited partnership of such fund would permit.



          “HF Registration Party” means, collectively, those persons listed in clause (ii) of
the definition of “Registration Party.”



          “HF Stockholder 1” has the meaning set forth in the preamble.



          “HF Stockholder 2” has the meaning set forth in the preamble.



          “HF Stockholder 3” has the meaning set forth in the preamble.



7









 





          “HF Stockholder 4” has the meaning set forth in the preamble.



          “HF Stockholder 5” has the meaning set forth in the preamble.



          “HF Stockholders” has the meaning set forth in the preamble.



          “Holder” means any Person owning or having the right to acquire Registrable Securities
or any assignee thereof in accordance with Section 5.1(c).



          “Indemnified Liabilities” has the meaning set forth in Section 7.19.



          “Indemnified Parties” has the meaning set forth in Section 7.19.



          “Independent Director” means a Director who is, as of the date of such Director’s
election or appointment and as of any other date on which the determination is being made, an NYSE
Independent Director and an SEC Independent Director.



          “Initial Post-IPO Period” has the meaning set forth in Section 2.1(d)(i).



          “Initiating Shelf Holder” has the meaning set forth in Section 5.4(a).



          “Institutional Stockholders” has the meaning set forth in the preamble and shall also
include any Person that executes this Agreement as an Institutional Stockholder, and any other
Person who shall become a party to or bound by this Agreement as an additional or substituted
Institutional Stockholder as set forth herein, that has not made a disposition of all Shares held
by such Person.



          “IPO” means the first Public Offering of Class A Shares in a firm commitment
underwriting.



          “IPO Date” means the date on which the IPO is consummated.



          “IPO Registration Statement” means the initial registration statement filed under the
Securities Act with respect to the IPO.



          “Law” means any federal, national, supranational, state, provincial, local or similar
statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including
common law).



          “Legal Action” has the meaning set forth in Section 7.11.



          “Liability” means any liability or obligation, whether known or unknown, asserted or
unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether
due or to become due, regardless of when asserted.



          “Liquidating Events” has the meaning attributed to such term in the Amended EBS Master
LLC Agreement.



8









 





          “Management Permitted Transferee” means any of (i) a trust established by or for the
benefit of a Management Stockholder of which only such Management Stockholder and his or her
immediate family members are beneficiaries, (ii) any Person established for the benefit of, and
beneficially owned solely by, an entity Management Stockholder or the sole individual direct or
indirect owner of an entity Management Stockholder, and (iii) upon an individual Management
Stockholder’s death, an executor, administrator or beneficiary of the estate of the deceased
Management Stockholder.



          “Management Shares” means any Shares held by a Management Stockholder or a Management
Permitted Transferee.



          “Management Stockholders” has the meaning set forth in the preamble.



          “Marketed Underwritten Shelf Take-Down” has the meaning set forth in Section 5.4(b).



          “Non-Marketed Underwritten Shelf Take-Down” has the meaning set forth in Section
5.4(c).



          “Non-Marketed Underwritten Shelf Take-Down Notice” has the meaning set forth in
Section 5.4(d).



          “NYSE” means the New York Stock Exchange or other stock exchange or securities market
on which the Class A Shares are at any time listed or quoted.



          “NYSE Independent Director” means a Director who qualifies, as of the date of such
Director’s election or appointment to the Board and as of any other date on which the determination
is being made, as an “Independent Director” under the listing requirements of the NYSE, as amended
from time to time, as determined by the Board without the vote of such Director.



          “Ordinary S-3 Registration Statement” has the meaning set forth in Section 5.3(e).



          “Other Securities” means securities of the Company sought to be included in a
registration other than Registrable Securities.



          “Other Stockholder” has the meaning set forth in Section 6.3(a).



          “Permitted Transferees” means, collectively, the GA Permitted Transferees, HF
Permitted Transferees, Management Permitted Transferees and eRx Permitted Transferees.



          “Person” means any individual, partnership, firm, corporation, limited liability
company, association, trust, unincorporated organization or other entity, as well as any syndicate
or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.



9









 





          “Piggyback Notice” has the meaning set forth in Section 5.2(a).



          “Plan Asset Regulations” means the regulations issued by the U.S. Department of Labor
at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or
any successor regulations as the same may be amended from time to time.



          “Pro Rata Commencement Time” has the meaning set forth in Section 4.1(a)(i)(A).



          “Pro Rata Take-Down Portion” has the meaning set forth in Section 5.4(f).



          “Public Offering” means a public offering of Class A Shares pursuant to an effective
registration statement (other than on Form S-4, Form S-8 or their respective equivalents) filed by
the Company under the Securities Act.



          “Registrable Securities” means Class A Shares owned by the Institutional Stockholders,
Management Stockholders and eRx Stockholders, including any Class A Shares issuable or issued upon
conversion or exchange of other securities of the Company or any of its Subsidiaries (including,
for the avoidance of doubt, any Class A Shares issuable upon exchange of Units and the
corresponding Class B Shares), until (i) a registration statement covering such Class A Shares has
been declared effective by the SEC and such Class A Shares have been disposed of pursuant to such
effective registration statement, (ii) such Class A Shares are sold under circumstances in which
all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the
Securities Act are met or (iii) such Class A Shares are otherwise Transferred, the Company has
delivered a new certificate or other evidence of ownership for such Class A Shares not bearing the
legend required pursuant to this Agreement and such Class A Shares may be resold without limitation
or subsequent registration under the Securities Act; provided, that Registrable Securities
shall not include restricted securities that have not yet vested or Escrowed Shares.



          “Registration Expenses” means any and all expenses incident to performance of or
compliance with any registration of securities pursuant to Article V, including (i) the fees,
disbursements and expenses of the Company’s counsel and accountants, including for special audits
and comfort letters; (ii) all expenses, including filing fees, in connection with the preparation,
printing and filing of the registration statement, any preliminary prospectus or final prospectus,
any other offering document and amendments and supplements thereto and the mailing and delivering
of copies thereof to any underwriters and dealers; (iii) the cost of printing or producing any
underwriting agreements and blue sky or legal investment memoranda and any other documents in
connection with the offering, sale or delivery of the securities to be disposed of; (iv) all
expenses in connection with the qualification of the securities to be disposed of for offering and
sale under state securities laws, including the fees and disbursements of counsel for the
underwriters and the Selling Holders in connection with such qualification and in connection with
any blue sky and legal investment surveys;

(v) the filing fees incident to securing any required review by FINRA of the terms of the



10









 







sale of the securities to be disposed of; (vi) transfer agents’ and registrars’ fees and
expenses and the fees and expenses of any other agent or trustee appointed in connection with such
offering; (vii) all security engraving and security printing expenses; (viii) all fees and expenses
payable in connection with the listing of the securities on any securities exchange or automated
interdealer quotation system or the rating of such securities; (ix)all expenses with respect to
road shows that the Company is obligated to pay pursuant to Section 5.7(o); (x) the reasonable fees
and expenses of counsel for each of the Registration Parties participating in the registration
incurred in connection with any such registration; and (xi) any other fees and disbursements of
underwriters customarily paid by the Selling Holders, but excluding underwriting discounts and
commissions and transfer taxes, if any (which underwriting discounts and commissions and transfer
taxes shall be borne by the Selling Holders and, if selling securities in such offering, the
Company, pro rata in accordance with the total amount of securities sold in such offering by each
such Person in accordance with Section 5.6(b)).



          “Registration Party” means any of: (i) any GA Stockholder or any of its respective
Transferees under Section 5.1(c) holding Registrable Securities, (ii) any HF Stockholder or any of
its respective Transferees under Section 5.1(c) holding Registrable Securities, (iii) any
Management Stockholder or Management Permitted Transferee holding Registrable Securities and (iv)
and any eRx Stockholder or eRx Permitted Transferee holding Registrable Securities.



          “Reorganization Agreement” means the Reorganization Agreement, dated as of August 4,
2009, by and among the Company, EBS Acquisition II, LLC, Hellman & Friedman Capital Associates VI,
L.P., Hellman & Friedman Capital Executives VI, L.P., HFCP VI Domestic AIV, L.P., H&F Harrington
AIV I, L.P., H&F GP, Harrington, H&F AIV II, GA Pubco Sub, HF Pubco Sub, Plan Member, the eRx
Stockholders and EBS Master, as it may be amended, supplemented or restated from time to time.



          “Sale Notice” has the meaning set forth in Section 6.3(b).



          “SEC” means the Securities and Exchange Commission, or any successor agency.



          “SEC Independent Director” means a Director who qualifies, as of the date of such
Director’s election or appointment to the Board and as of any other date on which the determination
is being made, as an “Independent Director” under Rule 10A-3 under the Exchange Act as well as any
other requirement of the U.S. securities laws which is then applicable to the Company, as
determined by the Board without the vote of such Director.



          “Second Post-IPO Period” has the meaning set forth in Section 2.1(d)(i).



          “Securities Act” means the Securities Act of 1933, and the rules and regulations
promulgated thereunder, as the same may be amended from time to time (or any corresponding
provisions of succeeding law).



11









 





          “Selling Holders” means, with respect to any registration statement, any Registration
Party whose Registrable Securities are included therein.



          “Shares” means any shares of common stock of the Company, including the Class A
Shares, the Class B Shares and any Shares issued in exchange for shares of any Subsidiaries of the
Company, and shall also include any Equity Security issued in respect of or in exchange for Shares,
whether by way of dividend or other distribution, split, recapitalization, merger, rollup
transaction, consolidation, conversion or reorganization.



          “Shelf Holder” means any holder of Registrable Securities that are included in the
Form S-3 Shelf Registration Statement.



          “Shelf Take-Down” has the meaning set forth in Section 5.4(a).



          “Stockholders” means, collectively, the Institutional Stockholders, Management
Stockholders and eRx Stockholders.



          “Subsidiary” means, with respect to any specified Person, any other Person with
respect to which such specified Person (i) has, directly or indirectly, the power, through the
ownership of securities or otherwise, to elect a majority of directors or similar managing body or
(ii) beneficially owns, directly or indirectly, a majority of such Person’s Equity Securities.
Notwithstanding the foregoing, EBS Master will be considered a Subsidiary of the Company for as
long as the Company directly or indirectly owns any Units of EBS Master.



          “Tag-Along Notice” has the meaning set forth in Section 6.3(b).



          “Tag-Along Right” has the meaning set forth in Section 6.3(a).



          “Tag-Along Sale Transaction” has the meaning set forth in Section 6.3(a).



          “Tag-Along Seller” has the meaning set forth in Section 6.3(a).



          “Tax Distribution” has the meaning attributed to such term in the Amended EBS Master
LLC Agreement.



          “Transfer” means, as a noun, any voluntary or involuntary, direct or indirect (whether
through a change of control of the Transferor or any Person that controls the Transferor, the
issuance or transfer of Equity Securities of the Transferor, by operation of law or otherwise),
transfer, sale, pledge or hypothecation or other disposition and, as a verb, voluntarily or
involuntarily, directly or indirectly (whether through a change of control of the Transferor or any
Person that controls the Transferor, the issuance or transfer of Equity Securities of the
Transferor or any Person that controls the Transferor, by operation of law or otherwise), to
transfer, sell, pledge or hypothecate or otherwise dispose of; provided, that (i) a change
in the relative equity ownership in GA LLC or H&F among the individual officers, directors,
managers, partners or other



12









 







individual controlling persons of GA LLC or H&F, as applicable (in each case, as compared to
the relative equity ownership thereof as of the Effective Date), shall not of itself constitute a
“Transfer,” (ii) a pledge by GAP LP, GA LLC, GAP Coinvestments III, GAP Coinvestments IV, GapStar,
Gmbh Coinvestment or GAP-W (collectively, the “GA Entities”) or their controlled Affiliates
of Equity Securities of the Company under any credit facility of a GA Entity shall not of itself
constitute a “Transfer,” and (iii) a pledge by any HF Stockholder or its controlled Affiliates of
Common Stock under any credit facility of an HF Stockholder shall not of itself constitute a
“Transfer.” For the avoidance of doubt, (a) any Transfer, directly or indirectly, of any Equity
Securities of any GA Stockholder to any Person that is not a partner or member of a GA Entity shall
be considered a Transfer by the GA Stockholder, (b) any Transfer, directly or indirectly, of any
Equity Securities of any HF Stockholder to any Person that is not a partner in HF Fund VI shall be
considered a Transfer by the HF Stockholder, (c) any assignment of Equity Securities of any of the
GA Entities or HF Fund VI that results in a Person holding directly or indirectly Equity Securities
in a GA Stockholder or an HF Stockholder will not be considered a Transfer, and (d) any assignment
of Equity Interests of NHS among Ken Hill and his family members will not be considered a Transfer.
The terms “Transferee,” “Transferor,” “Transferred,” and other forms of
the word “Transfer” shall have the correlative meanings.



          “Underwritten Shelf Take-Down” has the meaning set forth in Section 5.4(b).



          “Underwritten Shelf Take-Down Notice” has the meaning set forth in Section 5.4(b).



          “VCOC Equityholder” has the meaning set forth in Section 3.1(c).



          “Voting Power” means the aggregate number of votes authorized by the Company’s Amended
and Restated Certificate of Incorporation, as it may be amended, supplemented or restated from time
to time, to be cast in the election of directors by the holders of all outstanding securities of
the Company entitled to vote in the election of a majority of the directors of the Company.



          Section 1.2 Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:



          (a) the terms defined in Section 1.1 have the meanings assigned to them in Section 1.1 and are
applicable to the singular as well as the plural forms of such terms;



          (b) all accounting terms not otherwise defined herein have the meanings assigned under the
United States generally accepted accounting principles and practices in effect from time to time;



13









 





          (c) all references to currency, monetary values and dollars set forth herein shall mean United
States (U.S.) dollars and all payments hereunder shall be made in United States dollars;



          (d) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule,
such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless
otherwise indicated;



          (e) the word “or” is not exclusive and whenever the words “include”, “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without limitation”;



          (f) pronouns of either gender or neuter shall include, as appropriate, the other pronoun
forms;



          (g) the words “hereof”, “herein” and “hereunder” and words of similar import, when used in
this Agreement, refer to this Agreement as a whole and not to any particular provision of this
Agreement;



          (h) if any GA Stockholder shall hereafter Transfer any of its Shares to any of the GA
Permitted Transferees in accordance with Section 6.1, the term “GA Stockholder” shall mean the GA
Stockholders and such GA Permitted Transferees, taken together, and any right, obligation or action
that may be exercised or taken at the election of the GA Stockholders may be exercised or taken at
the election of the GA Stockholders and such GA Permitted Transferees who, collectively, hold a
majority of all of the Voting Power held by the GA Stockholders and the GA Permitted Transferees;



          (i) if any HF Stockholder shall hereafter Transfer any of its Shares to any of the HF
Permitted Transferees in accordance with Section 6.1, the term “HF Stockholder” shall mean the HF
Stockholders and such HF Permitted Transferees, taken together, and any right, obligation or action
that may be exercised or taken at the election of the HF Stockholders may be exercised or taken at
the election of the HF Stockholders and such HF Permitted Transferees who, collectively, hold a
majority of all of the Voting Power held by the HF Stockholders and the HF Permitted Transferees;



          (j) if any Management Stockholder shall hereafter Transfer any of its Shares to any of the
Management Permitted Transferees in accordance Section 6.1, the term “Management Stockholder” shall
mean the Management Stockholders and such Management Permitted Transferees, taken together, and any
right, obligation or action that may be exercised or taken at the election of the Management
Stockholders may be exercised or taken at the election of the Management Stockholders and such
Management Permitted Transferees who, collectively, hold a majority of all of the Voting Power held
by the Management Stockholders and the Management Permitted Transferees; and



          (k) if any eRx Stockholder shall hereafter Transfer any of its Shares to any of the eRx
Permitted Transferees in accordance Section 6.1, the term “eRx Stockholder” shall mean the eRx
Stockholders and such eRx Permitted Transferees, taken together, and any right, obligation or
action that may be exercised or taken at the election



14









 







of the eRx Stockholders may be exercised or taken at the election of the eRx Stockholders and
such eRx Permitted Transferees who, collectively, hold a majority of all of the Voting Power held
by the eRx Stockholders and the eRx Permitted Transferees.



ARTICLE II

CORPORATE GOVERNANCE




          Section 2.1 Board of Directors.




          (a) Size. On and after the IPO Date, the Board shall consist of nine Directors;
provided, that the Board shall further increase the number of Independent Directors to the
extent necessary to comply with applicable Law and the NYSE rules. If the number of Directors on
the Board is increased pursuant to the proviso of the immediately preceding sentence, then the GA
Stockholders and the HF Stockholders shall agree to proportionate increases to the number of
Directors that each is entitled to nominate as set forth in Section 2.1(b) after giving effect to
all such increases to the size of the Board.




          (b) Composition. Subject to Section 2.1(a), the rights of the GA Stockholders and the HF
Stockholders to nominate Directors shall be as follows:





	 	(i)	 	So long as the GA Stockholders in the
aggregate beneficially own a number of Class A Shares equal to (x)
more than 40% of the aggregate number of Class A Shares outstanding
immediately prior to the consummation of the IPO (excluding
Management Shares and eRx Shares but including all Class A Shares
issuable to the HF Stockholders in exchange for Class B Shares and
Units), they shall be entitled to nominate three Directors, (y) not
more than 40% but more than 20% of the aggregate number of Class A
Shares outstanding immediately prior to the consummation of the IPO
(excluding Management Shares and eRx Shares but including all Class A
Shares issuable to the HF Stockholders in exchange for Class B Shares
and Units), they shall be entitled to nominate two Directors and (z)
not more than 20% but more than 5% of the aggregate number of Class A
Shares outstanding immediately prior to the consummation of the IPO
(excluding Management Shares and eRx Shares but including all Class A
Shares issuable to the HF Stockholders in exchange for Class B Shares
and Units), they shall be entitled to nominate one Director.
	 
	 	(ii)	 	So long as the HF Stockholders in the
aggregate beneficially own a number of Class A Shares (including
Class A Shares issuable to the HF Stockholders in exchange for Class
B Shares and Units) equal to (x) more




15









 






	 	 	 	than 20% of the aggregate number of Class A Shares outstanding
immediately prior to the consummation of the IPO (excluding
Management Shares and eRx Shares but including all Class A Shares
issuable to the HF Stockholders in exchange for Class B Shares and
Units), they shall be entitled to nominate two Directors and (y)
not more than 20% but more than 5% of the aggregate number of
Class A Shares outstanding immediately prior to the consummation
of the IPO (excluding Management Shares and eRx Shares but
including all Class A Shares issuable to the HF Stockholders in
exchange for Class B Shares and Units), they shall be entitled to
nominate one Director. Unless otherwise agreed by the HF
Stockholders, the Board nomination rights provided in this Section
2.1(b)(ii) will be exercised by the HF Stockholders as follows:
HF Stockholder 3 will nominate the first Director and HF
Stockholder 4 will nominate the second Director.
	 
	 	(iii)	 	In connection with each election of
directors, the HF Stockholders and the GA Stockholders will have the
right to jointly nominate one Director who must be an Independent
Director and will cooperate and take all reasonable actions necessary
to jointly nominate such Independent Director; provided, that
at any time after the date hereof (A) if the HF Stockholders are no
longer entitled to nominate at least one Director pursuant to this
Section 2.1(b) but the GA Stockholders are entitled to nominate at
least one Director pursuant to this Section 2.1(b), then the GA
Stockholders shall have the sole right to nominate such Independent
Director by delivering a written notice to the Company and the HF
Stockholders, (B) if the GA Stockholders are no longer entitled to
nominate at least one Director pursuant to this Section 2.1(b) but
the HF Stockholders are entitled to nominate at least one Director
pursuant to this Section 2.1(b), then the HF Stockholders shall have
the sole right to nominate such Independent Director by delivering a
written notice to the Company and the GA Stockholders, and (C) if
neither the GA Stockholders, on the one hand, nor the HF
Stockholders, on the other hand, are entitled to nominate at least
one Director pursuant to this Section 2.1(b), then neither the GA
Stockholders nor the HF Stockholders shall have the right to nominate
an Independent Director.
	 
	 	(iv)	 	The Company hereby agrees (A) to include
the nominees of the GA Stockholders and the HF Stockholders nominated





16









 






	 		 	pursuant to this Section 2.1(b) as the nominees to the Board on each slate of nominees for election of the Board proposed by
management of the Company, (B) to recommend the election of such
nominees to the shareholders of the Company and (C) without
limiting the foregoing, to otherwise use its reasonable best
efforts to cause such nominees to be elected to the Board.





          (c) Nominations. The initial Director nominees of the GA Stockholders are Mark Dzialga,
Jonathan Korngold, and Tracy Bahl. The initial Director nominees of the HF Stockholders are Philip
Hammarskjold and Allen Thorpe. The initial Independent Director jointly nominated by the HF
Stockholders and the GA Stockholders in accordance with Section 2.1(b)(iii) is James Kever. The
remaining initial directors of the Company are Dinyar Devitre, George Lazenby and Philip Pead, none
of whom are nominees of either the GA Stockholders or the HF Stockholders. With respect to any
Director to be nominated by the Institutional Stockholders other than the initial Directors listed
above, an Institutional Stockholder shall nominate its Director or Directors by delivering to the
Company its written statement at least 30 days prior to the one-year anniversary of the preceding
annual meeting nominating its Director or Directors and setting forth such Director’s or Directors’
business address, telephone number, facsimile number and e-mail address; provided, that if
an Institutional Stockholder shall fail to deliver such written notice, such Institutional
Stockholder shall be deemed to have nominated the Director(s) previously nominated (or designated
pursuant to this Section 2.1(c)) by such Institutional Stockholder who is/are currently serving on
the Board. The Independent Director nominated in accordance with Section 2.1(b)(iii) shall be
nominated by the GA Stockholders and the HF Stockholders delivering to the Company a written
statement nominating such Independent Director.




          (d) Right to Delegate; Committees. The Company shall establish and maintain an audit
committee, a compensation committee and a nominating committee of the Board, as well as such other
Board committees as the Board deems appropriate from time to time or as may be required by
applicable Law or the NYSE rules. The committees shall have such duties and responsibilities as
are customary for such committees, subject to the provisions of this Agreement and shall be
composed as follows:





	 	(i)	 	The audit committee shall be composed as
follows: (A) during the 90-day period that will commence on the date
of effectiveness of the IPO Registration Statement (the “Initial
Post-IPO Period”), the audit committee shall consist of the
following three Directors: one Independent Director (who shall
satisfy the “audit committee financial expert” requirements as such
term is defined by Item 407(d)(5) of Regulation S-K), one Director
nominated by the GA Stockholders (but only if the GA Stockholders are
then entitled to nominate Directors) and one Director nominated by
the HF Stockholders (but only if the HF Stockholders





17









 






	 	 	 	are then entitled to nominate Directors); (B) upon the completion of the Initial Post-IPO Period and until one year from
the date of effectiveness of the IPO Registration Statement (the
“Second Post-IPO Period”), the audit committee shall
consist of the following three Directors: two Independent
Directors (at least one of whom shall satisfy the “audit committee
financial expert” requirements as such term is defined by Item
407(d)(5) of Regulation S-K) and one Director nominated by the GA
Stockholders (but only if the GA Stockholders are then entitled to
nominate Directors) or one Director nominated by the HF
Stockholders (but only if the HF Stockholders are then entitled to
nominate Directors) as determined by mutual agreement of the GA
Stockholders and the HF Stockholders; and (C) upon the completion
of the Second Post-IPO Period, the audit committee shall consist
of at least three Independent Directors (at least one of whom
shall satisfy the “audit committee financial expert” requirements
as such term is defined by Item 407(d)(5) of Regulation S-K).
	 
	 	(ii)	 	The compensation committee shall consist
of: an NYSE Independent Director, a Director nominated by the GA
Stockholders (but only if the GA Stockholders are then entitled to
nominate Directors) and a Director nominated by the HF Stockholders
(but only if the HF Stockholders are then entitled to nominate
Directors) and, following such time as the (x) GA Stockholders in the
aggregate beneficially own a number of Class A Shares equal to less
than 10% of the aggregate number of Class A Shares outstanding
immediately prior to the consummation of the IPO (excluding
Management Shares and eRx Shares but including all Class A Shares
issuable to the HF Stockholders in exchange for Class B Shares and
Units) and (y) HF Stockholders in the aggregate beneficially
own a number of Class A Shares (including all Class A Shares issuable
to the HF Stockholders in exchange for Class B Shares and Units)
equal to less than 10% of the aggregate number of Class A Shares
outstanding immediately prior to the consummation of the IPO
(excluding Management Shares and eRx Shares but including all Class A
Shares issuable to the HF Stockholders in exchange for Class B Shares
and Units), such additional members as determined by the Board.
	 
	 	(iii)	 	The nominating committee shall consist of:
an NYSE Independent Director, a Director nominated by the GA





18









 






	 	 	 	Stockholders (but only if the GA Stockholders are then entitled to nominate Directors) and a Director nominated by the HF
Stockholders (but only if the HF Stockholders are then entitled to
nominate Directors) and, following such time as the (x) GA
Stockholders in the aggregate beneficially own a number of Class A
Shares equal to less than 10% of the aggregate number of Class A
Shares outstanding immediately prior to the consummation of the
IPO (excluding Management Shares and eRx Shares but including all
Class A Shares issuable to the HF Stockholders in exchange for
Class B Shares and Units) and (y) HF Stockholders in the
aggregate beneficially own a number of Class A Shares (including
all Class A Shares issuable to the HF Stockholders in exchange for
Class B Shares and Units) equal to less than 10% of the aggregate
number of Class A Shares outstanding immediately prior to the
consummation of the IPO (excluding Management Shares and eRx
Shares but including all Class A Shares issuable to the HF
Stockholders in exchange for Class B Shares and Units), such
additional members as determined by the Board.
	 
	 	(iv)	 	Any other committee of the Board shall
consist of at least one Director nominated by the GA Stockholders
(but only if the GA Stockholders are then entitled to nominate
Directors) and at least one Director nominated by the HF Stockholders
(but only if the HF Stockholders are then entitled to nominate
Directors) and, following such time as the (x) GA Stockholders in the
aggregate beneficially own a number of Class A Shares equal to less
than 10% of the aggregate number of Class A Shares outstanding
immediately prior to the consummation of the IPO (excluding
Management Shares and eRx Shares but including all Class A Shares
issuable to the HF Stockholders in exchange for Class B Shares and
Units) and (y) HF Stockholders in the aggregate beneficially
own a number of Class A Shares (including all Class A Shares issuable
to the HF Stockholders in exchange for Class B Shares and Units)
equal to less than 10% of the aggregate number of Class A Shares
outstanding immediately prior to the consummation of the IPO
(excluding Management Shares and eRx Shares but including all Class A
Shares issuable to the HF Stockholders in exchange for Class B Shares
and Units), such additional members as determined by the Board;
provided that, in the event that no Director nominated by either of
the HF Stockholders or the GA Stockholders is eligible to serve on a
special committee, the




19









 






	 	 	 	members of such committee shall be determined by the Board.




Notwithstanding the foregoing, the Board (upon the recommendation of the nominating committee of
the Board) shall, only to the extent necessary to comply with applicable Law and the NYSE rules,
modify the composition of any such committee to the extent required to comply with such applicable
Law and the NYSE rules. If any vacant Director position on any committee of the Board results from
an Institutional Stockholder no longer being entitled to nominate Directors, then such vacant
position shall be filled by the Board in accordance with the last sentence of Section 2.1(f).




          (e) Removal. Directors shall serve until their resignation or removal or until their
successors are nominated; provided, that if the number of Directors that any Institutional
Stockholder is entitled to nominate pursuant to Section 2.1(b) is reduced by one or more Directors,
then the GA Stockholders or HF Stockholders, as the case may be, shall, to the extent requested by
the HF Stockholders or GA Stockholders, as applicable, promptly cause such number of its
then-nominated Directors equal to the number by which the number of its nominated Directors has
been so reduced as aforesaid to resign from the Board. Each Institutional Stockholder agrees that
if, at any time, it is then entitled to vote for the removal of Directors, it will not vote any of
its Shares in favor of the removal of any Director who shall have been nominated in accordance with
this Section 2.1, unless the Person or Persons entitled to nominate such Director shall have
consented to such removal in writing, provided that if the Person or Persons entitled to
nominate any Director pursuant to this Section 2.1 shall request in writing the removal, with or
without cause, of such Director, each Institutional Stockholder shall vote its Shares in favor of
such removal. Each Institutional Stockholder shall cause any Director nominated by it (including
any Independent Director that such Institutional Stockholder may have jointly nominated) to resign
from the Board, or from service on any committee of the Board, and all Institutional Stockholders
then entitled to vote for the removal of Directors shall vote their Shares in favor of the removal
of such Director, if at any time such Director does not satisfy any applicable requirements of
applicable Law or the NYSE rules for service on the Board or such committee.



          (f) Vacancies. If any Director dies or is unwilling or unable to serve as such or is
otherwise removed or resigns from office (other than pursuant to the proviso to the first sentence
of Section 2.1(e) regarding a reduction in the size of the Board due to a reduction in the number
of Directors an Institutional Stockholder is entitled to nominate pursuant to Section 2.1(b)), then
the Institutional Stockholder or Institutional Stockholders whose previously nominated Director
shall have been removed or shall have resigned shall promptly nominate a successor to such
Director, in accordance with this Section 2.1. Each Institutional Stockholder then entitled to
vote for the election of such successor as a Director agrees that it will vote its Shares, or
execute a proxy or written consent, as the case may be, and each Institutional Stockholder and the
Company agree to take such other actions as may be necessary, in each case, in order to ensure that
such successor is elected to the Board as promptly as practicable. If neither the GA Stockholders
nor the HF Stockholders are entitled to participate in the nomination of any vacant Director
position(s), such vacant Director position(s) shall be filled by the Board



20









 







(upon the recommendation of the nominating committee of the Board, if then existing) in
accordance with the Charter and this Agreement.



          (g) Expense Reimbursement. The Company shall reimburse each Director for all necessary and
proper costs and expenses (including travel expenses) incurred in connection with such Director’s
attendance and participation at meetings of the Board, or any committee thereof.



          (h) Actions by Institutional Stockholders. Each Institutional Stockholder shall, at any time
it is then entitled to vote for the election of Directors to the Board, vote all of its Shares or
execute proxies or written consents, as the case may be, and take all other necessary action in
order to ensure that the composition of the Board complies with (and includes all of the requisite
nominees in accordance with) this Section 2.1.



          Section 2.2 Conflicting Charter Provisions. Each Institutional Stockholder shall vote its Shares or execute proxies or written
consents, as the case may be, and shall take all other actions necessary, to ensure that the
Company’s Charter (a) facilitates, and does not at any time conflict with, any provision of this
Agreement and (b) permits each Institutional Stockholder to receive the benefits to which each such
Institutional Stockholder is entitled under this Agreement.



          Section 2.3 Controlled Company.



          (a) The Institutional Stockholders agree and acknowledge that,




	 	(i)	 	by virtue of this Agreement, they are
acting as a “group” within the meaning of the NYSE rules as of the
date hereof, and
	 
	 	(ii)	 	by virtue of the combined Voting Power of
the Institutional Stockholders of more than 50% of the total Voting
Power outstanding as of the IPO Date, the Company qualifies as of the
IPO Date as a “controlled company” within the meaning of the NYSE
rules.





          (b) For so long as the Company qualifies as a “controlled company” for purposes of the NYSE
rules, the Company will elect to be a “controlled company” for purposes of the NYSE rules, and will
disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for
that determination. If the Company ceases to qualify as a “controlled company” for purposes of the
NYSE rules, the Institutional Stockholders and the Company will take whatever action may be
reasonably necessary, if any, to cause the Company to comply with the NYSE rules as then in effect.




ARTICLE III

INFORMATION RIGHTS; VCOC RIGHTS




          Section 3.1 Information Rights; VCOC Rights.






21











 





          (a) Information Rights. At the request of any Institutional Stockholder, the Company shall
deliver to such Institutional Stockholder the following:





	 	(i)	 	As soon as available after the end of each
monthly accounting period, a copy of the unaudited monthly management
report, which shall include the unaudited consolidated balance sheet
and income statement of the Company and its Subsidiaries, if any,
after the end of such month.
	 
	 	(ii)	 	As soon as practicable following Board
approval, a copy of the annual strategic plan and budget of the
Company.
	 
	 	(iii)	 	With reasonable promptness, such other
information and data with respect to the Company or any of its
Subsidiaries as from time to time may be reasonably requested by such
Institutional Stockholder.
	 
	 	(iv)	 	The Company will (and will cause its
Subsidiaries to) give (x) each such Institutional Stockholder, and
its respective employees and contract personnel primarily engaged by
such Institutional Stockholder and (y) with the reasonable advance
notice to, and the reasonable consent of, the Company (such consent
not to be reasonably withheld, conditioned or delayed), such
Institutional Stockholder’s outside accountants, auditors, legal
counsel and other authorized representatives and agents, (A)
reasonable access during reasonable business hours to the properties,
assets, books, contracts, commitments, reports and records of the
Company and its Subsidiaries, and furnish to them all such documents,
records and information with respect to the properties, assets and
business of the Company and its Subsidiaries and copies of any work
papers relating thereto as such Institutional Stockholder shall from
time to time reasonably request; and (B) reasonable access during
reasonable business hours to the Company, its Subsidiaries and their
respective employees as may be necessary or useful to such
Institutional Stockholder in its reasonable judgment in connection
with their review of the properties, assets and business of the
Company and its Subsidiaries and the above-mentioned documents,
records and information.





          (b) Credit Facility Reports. The Company shall also furnish to each of the Institutional
Stockholders at their request a copy of any periodic reports required to be provided by the Company
pursuant to the Credit Facilities.




22









 








          (c) VCOC Equityholder. With respect to each HF Stockholder and, at the request of an HF
Stockholder, each Affiliate thereof that indirectly has an interest in the Company and that
acknowledges and agrees to be bound by Section 7.9, in each case that is intended to qualify as a
“venture capital operating company” as defined in the Plan Asset Regulations (each, a “VCOC
Equityholder”), for so long as the VCOC Equityholder, directly or through one or more conduit
Subsidiaries, continues to hold any Equity Securities of the Company, in each case without
limitation or prejudice of any the rights provided to any of the HF Stockholders hereunder, the
Company shall, with respect to each such VCOC Equityholder:





	 	(i)	 	Provide such VCOC Equityholder or its
designated representative with the following:






	 	(A)	 	the right to visit and
inspect any of the offices and properties of the Company and
its Subsidiaries and inspect and copy the books and records
of the Company and its Subsidiaries, at such times as the
VCOC Equityholder shall reasonably request;
	 
	 	(B)	 	as soon as available and in
any event within 60 days after the end of each of the first
three quarters of each fiscal year of the Company,
consolidated balance sheets of the Company and its
Subsidiaries as of the end of such period, and consolidated
statements of income and cash flows of the Company and its
Subsidiaries for the period then ended prepared in conformity
with GAAP applied on a consistent basis, except as otherwise
noted therein, and subject to the absence of footnotes and to
year-end adjustments;
	 
	 	(C)	 	as soon as available and in
any event within 120 days after the end of each fiscal year
of the Company, a consolidated balance sheet of the Company
and its Subsidiaries as of the end of such year, and
consolidated statements of income and cash flows of the
Company and its Subsidiaries for the year then ended prepared
in conformity with GAAP applied on a consistent basis, except
as otherwise noted therein, together with an auditor’s report
thereon of a firm of established national reputation;
	 
	 	(D)	 	to the extent the Company
or any of its Subsidiaries is required by law or pursuant to
the terms of any outstanding indebtedness of the Company or
such Subsidiary to prepare such reports, any annual




23









 






	 	 	 	reports, quarterly reports and other periodic reports
pursuant to Section 13 or 15(d) of the Exchange Act,
actually prepared by the Company or such Subsidiary as
soon as available; and
	 
	 	(E)	 	subject to Section
3.1(c)(iii) below, copies of all materials provided to the
Board at substantially the same time as provided to the Board
and, if requested, copies of the materials provided to the
board of directors (or equivalent governing body) of any
Subsidiary of the Company; provided that the Company or such
Subsidiary shall be entitled to exclude portions of such
materials to the extent providing such portions would be
reasonably likely to result in the waiver of attorney-client
privilege;






	 	(ii)	 	Make the Board and appropriate officers of
the Company and its Subsidiaries available periodically and at such
times as reasonably requested by such VCOC Equityholder for
consultation with such VCOC Equityholder or its designated
representative with respect to matters relating to the business and
affairs of the Company and its Subsidiaries, including significant
changes in management personnel and compensation of employees,
introduction of new products or new lines of business, important
acquisitions or dispositions of plants and equipment, significant
research and development programs, the purchasing or selling of
important trademarks, licenses or concessions or the proposed
commencement or compromise of significant litigation;
	 
	 	(iii)	 	To the extent consistent with applicable
law (and with respect to events which require public disclosure, only
following the Company’s public disclosure thereof through applicable
securities law filings or otherwise), inform the VCOC Equityholder or
its designated representative in advance with respect to any
significant Company actions, including extraordinary dividends,
mergers, acquisitions or dispositions of assets, issuances of
significant amounts of debt or equity and material amendments to the
organizational documents of the Company, and provide the VCOC
Equityholder or its designated representative with the right to
consult with the Company with respect to such actions;
	 
	 	(iv)	 	Give such VCOC Equityholder the right to
designate one non-voting board observer who will be entitled to
attend all




24









 






	 	 	 	meetings of the Board and participate in all deliberations of the
Board, provided that such observer shall have no voting rights
with respect to actions taken or elected not to be taken by the
Board, and provided, further, that the Company shall be entitled
to exclude such observer from such portions of a Board meeting to
the extent such observer’s presence would be reasonably likely to
result in the waiver of attorney-client privilege; and
	 
	 	(v)	 	Provide such VCOC Equityholder or its
designated representative with such other rights of consultation
which such VCOC Equityholder’s counsel may determine to be reasonably
necessary under applicable legal authorities promulgated after the
date hereof to qualify its investment in the Company as a “venture
capital investment” for purposes of the Plan Assets Regulation.





          The Company agrees to consider, in good faith, the recommendations of each VCOC Equityholder
or its designated representative in connection with the matters on which it is consulted as
described above, recognizing that the ultimate discretion with respect to all such matters shall be
retained by the Company. The obligations of the Company set forth in Section 3.1(c) and Section
3.1(d) are expressly intended to create third party beneficiary rights of each VCOC Equityholder.




          (d) In the event that the Company ceases to qualify as an “operating company” (within the
meaning of the first sentence of 29 C.F.R. § 2510.3-101(c)(1) of the Plan Asset Regulations), then
the Company and each party hereto will cooperate in good faith to take all reasonable action
necessary to provide that the investment (or at least 51% of the investment valued at cost) of each
VCOC Equityholder shall continue to qualify as a “venture capital investment” (as defined in 29
C.F.R. § 2510.3-101(d) of the Plan Asset Regulations).




ARTICLE IV

PRIORITIES UPON TRANSFER




          Section 4.1 Order of Priorities Among the Institutional Stockholders.




          (a) Notwithstanding anything to the contrary in this Agreement, unless otherwise agreed by the
GA Stockholders and the HF Stockholders, any Transfer of the Company’s Equity Securities (including
Transfers effected by secondary sales of the Company’s Equity Securities in all Public Offerings
and whether or not initiated by the Company, Transfers made pursuant to Rule 144 under the
Securities Act, and Transfers effected by any other sales, hedging transactions or other
dispositions) by the GA Stockholders and the HF Stockholders other than Transfers to their
respective Permitted Transferees or pursuant to an Exchange, in each case as permitted by Section
6.1, shall be made in accordance with Article V and Article VI and the following order of
priorities:




25









 






	 	(i)	 	if the IPO is consummated on or before
September 30, 2009, then:






	 	(A)	 	if and only if the
Specified Value (as defined in Exhibit D) is equal to
or greater than the Target (as defined in Exhibit D),
then (1) first, in any proposed Transfer by the GA
Stockholders or the HF Stockholders, the GA Stockholders and
the HF Stockholders shall be entitled to Transfer their
Equity Securities on a 70%/30% basis (i.e., the GA
Stockholders, 70%, and the HF Stockholders, 30%, of the total
amount of Equity Securities included in such Transfer by the
GA Stockholders and the HF Stockholders) until such time as
the aggregate portion of the Voting Power held by the GA
Stockholders equals or is less than the aggregate portion of
the Voting Power held by the HF Stockholders (such time, the
“Pro Rata Commencement Time”); and (2)
second, following the Pro Rata Commencement Time, the
GA Stockholders and the HF Stockholders shall be entitled to
Transfer their Equity Securities on a pro rata basis in
accordance with the respective portions of the Voting Power
held by the GA Stockholders on the one hand and the HF
Stockholders on the other hand; and
	 
	 	(B)	 	if and only if the
Specified Value is less than the Target, then in any proposed
Transfer by the GA Stockholders or the HF Stockholders, the
GA Stockholders and the HF Stockholders shall be entitled to
Transfer their Equity Securities on a pro rata basis in
accordance with the respective portions of the Voting Power
held by the GA Stockholders on the one hand and the HF
Stockholders on the other hand; and






	 	(ii)	 	if the IPO is not consummated on or before
September 30, 2009, then:






	 	(A)	 	first, in any
proposed Transfer by the GA Stockholders or the HF
Stockholders, the GA Stockholders and the HF Stockholders
shall be entitled to Transfer their Equity Securities on an
80%/20% basis (i.e., the GA Stockholders, 80%, and the HF
Stockholders, 20%, of the total amount of Equity Securities
included in such Transfer by




26









 






	 	 	 	the GA Stockholders and the HF Stockholders) until the Pro
Rata Commencement Time; and
	 
	 	(B)	 	second, following
the Pro Rata Commencement Time, the GA Stockholders and the
HF Stockholders shall be entitled to Transfer their Equity
Securities on a pro rata basis in accordance with the
respective portions of the Voting Power held by the GA
Stockholders on the one hand and the HF Stockholders on the
other hand.




For the avoidance of doubt, to the extent that the number of the Company’s Equity Securities being
Transferred in any Transfer will result in the Pro Rata Commencement Time occurring, then clause
(1) of Section 4.1(a)(i)(A) or Section 4.1(a)(ii)(A), as the case may be, will be applicable to
such Transfer up to the point of such Transfer where the Pro Rata Commencement Time occurs and
clause (2) of Section 4.1(a)(i)(A) or Section 4.1(a)(ii)(B), as the case may be, will be applicable
to the remainder of the Company’s Equity Securities being Transferred in such Transfer.




          (b) For the avoidance of doubt, the priorities upon Transfer of the Company’s Equity
Securities in this Article IV shall not restrict any Institutional Stockholder from initiating a
Transfer of the Company’s Equity Securities in accordance with this Agreement; provided,
that such Institutional Stockholder complies with the provisions of this Agreement and that the
other Institutional Stockholders are afforded the priorities and other rights specified herein.
For the avoidance of doubt, nothing in this Article IV shall obligate an Institutional Stockholder
to participate in any Transfer or proposed Transfer, and no failure by an Institutional Stockholder
to participate in a Transfer to the extent entitled to participate shall impair the right of such
Institutional Stockholder to participate in any future Transfers pursuant to this Article IV based
on the relative ownership of Equity Securities of the Institutional Stockholders at the time of any
such future Transfer.




ARTICLE V

REGISTRATION RIGHTS




          Section 5.1 Demand Rights.



          (a) Demand Rights. Subject to the terms and conditions of this Agreement (including Section
5.1(b)), upon written notice delivered by a GA Registration Party or HF Registration Party (a
“Demand”) at any time requesting that the Company effect the registration (a “Demand
Registration”) under the Securities Act (including a registration to be made on a delayed or
continuous basis under Rule 415 under the Securities Act) of any or all of the Registrable
Securities held by such Registration Party, which Demand shall specify the number and type of such
Registrable Securities to be registered and the intended method or methods of disposition of such
Registrable Securities, the Company shall promptly give written notice of such Demand to all other
Registration Parties and other Persons who may have piggyback registration



27









 







rights with respect to such Demand Registration and shall promptly file the appropriate
registration statement and use its reasonable best efforts to effect the registration under the
Securities Act and applicable state securities laws of (i) the Registrable Securities which the
Company has been so requested to register by such Registration Party in the Demand, and (ii) all
other Registrable Securities which the Company has been requested to register by the Holders
thereof (other than, with respect to the IPO only, the eRx Stockholders) by written request given
to the Company within 30 days after the giving of such written notice by the Company (which request
shall specify the intended method of disposition of such Registrable Securities), in each case
subject to Section 5.1(f), all to the extent required to permit the disposition (in accordance with
such intended methods of disposition) of the Registrable Securities to be so registered.



          (b) Limitations on Demand Rights. Each GA Registration Party shall be entitled to make five
Demands under Section 5.1(a) (and is hereby deemed to have made one of its five Demands for the
IPO) and each HF Registration Party shall be entitled to make four Demands under Section 5.1(a);
provided, that the GA Registration Parties and the HF Registration Parties shall only be
entitled to make a Demand pursuant to Section 5.1(a) if such Registration Party, together with all
other Registration Parties delivering the Demand, are requesting the registration of Registrable
Securities with an aggregate estimated market value of at least $100 million. No registration
effected pursuant to Section 5.2, Section 5.3 or Section 5.4 shall be counted as a request for a
Demand for purposes of Section 5.1(a) unless such request is for a Marketed Underwritten Shelf
Take-Down pursuant to Section 5.4.



          (c) Assignment of Demand Rights and Piggyback Rights. In connection with the Transfer of
Registrable Securities to any Person in accordance with Article VI, a Registration Party may assign
(i) the right to exercise one Demand pursuant to Section 5.1(a) with respect to each $100 million
in estimated fair market value of consideration received by such Registration Party in such
Transfer and (ii) the right to participate in any registration pursuant to the terms of Section
5.1(a)(ii) or Section 5.2. In the event of any such assignment, references to the Registration
Parties in Section 5.1(a) and Section 5.2 shall be deemed to refer to the relevant Transferee, as
appropriate. The relevant Registration Party shall give prompt written notice of any such
assignment to the Company and the other Registration Parties.



          (d) Company Blackout Rights. With respect to any registration statement filed, or to be
filed, pursuant to this Section 5.1, if (i) the Company determines in good faith that such
registration would cause the Company to disclose material non-public information, which disclosure
(x) would be required to be made in any registration statement so that such registration statement
would not be materially misleading, (y) would not be required to be made at such time but for the
filing or effectiveness of such registration statement and (z) would be materially detrimental to
the Company or would materially interfere with any material financing, acquisition, corporate
reorganization or merger or other similar transaction involving the Company or any of its
Subsidiaries, and that, as a result of such potential disclosure or interference, it is in the best
interests of the Company to defer the filing or effectiveness of such registration statement at
such time or suspend the Selling Holders’ use of any prospectus which is a



28









 







part of the registration statement, and (ii) the Company promptly furnishes to the Selling Holders a certificate signed
by the chief executive officer of the Company to that effect, then the Company shall have the right
to defer such filing or effectiveness or suspend the continuance of such effectiveness for a period
of not more than 60 days (in which event, in the case of a suspension, such Selling Holder shall
discontinue sales of Registrable Securities pursuant to such registration statement);
provided, that the Company shall not use this right, together with any other deferral or
suspension of the Company’s obligations under Section 5.1 or Section 5.3, more than once in any
12-month period. The Company shall promptly notify the Selling Holders of the expiration of any
period during which it exercised its rights under this Section 5.1(d). The Company agrees that, in
the event it exercises its rights under this Section 5.1(d), it shall, as promptly as practicable
following the expiration of the applicable deferral or suspension period, file or update and use
its reasonable best efforts to cause the effectiveness of, as applicable, the applicable deferred
or suspended registration statement.



          (e) Fulfillment of Registration Obligations. Notwithstanding any other provision of this
Agreement, a registration requested pursuant to this Section 5.1 shall not be deemed to have been
effected (i) if the registration statement is withdrawn without becoming effective, (ii) if after
it has become effective such registration is interfered with by any stop order, injunction or other
order or requirement of the SEC or other Governmental Entity for any reason other than a
misrepresentation or an omission by a Selling Holder Affiliated with the Registration Party that
made the Demand relating to such registration and, as a result thereof, the Registrable Securities
requested to be registered cannot be completely distributed in accordance with the plan of
distribution set forth in the related registration statement; provided, that if such
registration is a shelf registration pursuant to Section 5.3, such registration shall be deemed to
have been effected if such registration statement remains effective for the period specified in
Section 5.3, (iii) if not a shelf registration and the registration does not contemplate an
underwritten offering, if it does not remain effective for at least 180 days (or such shorter
period as will terminate when all securities covered by such registration statement have been sold
or withdrawn); or if not a shelf registration and such registration statement contemplates an
underwritten offering, if it does not remain effective for at least 180 days plus such longer
period as, in the opinion of counsel for the underwriter or underwriters, a prospectus is required
by Law to be delivered in connection with the sale of Registrable Securities by an underwriter or
dealer or (iv) in the event of an underwritten offering, if the conditions to closing specified in
the purchase agreement or underwriting agreement entered into in connection with such registration
are not satisfied or waived other than by reason of some wrongful act or omission by a Selling
Holder Affiliated with the Registration Party that made the Demand relating to such registration.



          (f) Cutbacks in Demand Registration. If the lead underwriter or managing underwriter advises
the Company in writing (with a copy to each Selling Holder) that, in such firm’s good faith view,
the number of Registrable Securities and Other Securities requested to be included in a Demand
Registration exceeds the number which can be sold in such offering without being likely to have a
significant adverse effect upon the price, timing or distribution of the offering and sale of the
Registrable



29









 







Securities and Other Securities then contemplated, the Company shall include in such
registration:




	 	(i)	 	first, subject to the priorities described
in Article IV with respect to the GA Registration Parties and HF
Registration Parties, Registrable Securities that are requested to be
included in such registration pursuant to Section 5.1(a), pro rata on
the basis of the relative number of such fully vested Registrable
Securities owned by the Institutional Stockholders, Management
Stockholders and eRx Stockholders seeking such registration (other
than with respect to the IPO in the case of the eRx Stockholders, who
shall not have registration rights with respect thereto); and
	 
	 	(ii)	 	second, the Other Securities held by any
holder thereof with a contractual right to include such Other
Securities in such registration that can be sold without having the
adverse effect referred to above, pro rata on the basis of the
relative number of such fully vested Other Securities owned by the
Persons seeking such registration.





          (g) IPO. The parties hereto agree that (i) the notice required to be delivered by the Company
pursuant to the first sentence of Section 5.1(a) with respect to the IPO shall be deemed to have
been delivered to all Registration Parties (other than the eRx Stockholders, who shall not have
registration rights with respect to the IPO) and (ii) any Registration Party (other than the eRx
Stockholders, who shall not have registration rights with respect to the IPO) that has not
requested any Registrable Securities to be included for sale in the IPO prior to the date hereof
shall be deemed to have waived any rights to register any Registrable Securities in the IPO under
this Section 5.1.



          Section 5.2 Piggyback Registration Rights.



          (a) Notice and Exercise of Rights. If the Company at any time proposes or is required to
register any of its Class A Shares or any other Equity Securities under the Securities Act (other
than a Demand Registration, including the IPO, pursuant to Section 5.1), whether or not for sale
for its own account, in a manner that would permit registration of Registrable Securities for sale
for cash to the public under the Securities Act, subject to the last sentence of this Section
5.2(a) and to Section 5.4(d), it shall at each such time give prompt written notice (the
“Piggyback Notice”) to each Registration Party of its intention to do so, which Piggyback
Notice shall specify the number and class or classes (or type or types) of Registrable Securities
to be registered. Upon the written request of any Registration Party made within 30 days after
receipt of the Piggyback Notice by such Person (which request shall specify the number of
Registrable Securities intended to be disposed of), subject to the other provisions of this Article
V, the Company shall effect, in connection with the registration of such Class A Shares or other
Equity Securities, the registration under the Securities Act of all Registrable Securities which
the Company has been so requested to register; provided, that in no event shall the



30









 







Company be required to register pursuant to this Section 5.2 any securities of a class or type
other than the classes or types described in the Piggyback Notice. Notwithstanding anything to the
contrary contained in this Section 5.2, the Company shall not be required to effect any
registration of Registrable Securities under this Section 5.2 incidental to the registration of any
of its securities on Forms S-4 or S-8 (or any similar or successor form providing for the
registration of securities in connection with mergers, acquisitions, exchange offers, subscription
offers, dividend reinvestment plans or stock option or other executive or employee benefit or
compensation plans) or any other form that would not be available for registration of Registrable
Securities.



          (b) Determination Not to Effect Registration. If at any time after giving such Piggyback
Notice and prior to the effective date of the registration statement filed in connection with such
registration the Company shall determine for any reason not to register the securities originally
intended to be included in such registration, the Company may, at its election, give written notice
of such determination to the Selling Holders and thereupon the Company shall be relieved of its
obligation to register such Registrable Securities in connection with the registration of
securities originally intended to be included in such registration, without prejudice, however, to
the right of a GA Registration Party or HF Registration Party immediately to request that such
registration be effected as a registration under Section 5.1 (including a shelf registration under
Section 5.3) to the extent permitted thereunder.



          (c) Cutbacks in Company Offering. If the registration referred to in the first sentence of
Section 5.2(a) is to be an underwritten registration on behalf of the Company, and the lead
underwriter or managing underwriter advises the Company in writing (with a copy to each Selling
Holder) that, in such firm’s good faith view, the number of Other Securities and Registrable
Securities requested to be included in such registration exceeds the number which can be sold in
such offering without being likely to have a significant adverse effect upon the price, timing or
distribution of the offering and sale of the Other Securities and Registrable Securities then
contemplated, the Company shall include in such registration:




	 	(i)	 	first, all Company Securities; and
	 
	 	(ii)	 	second, subject to the priorities described
in Article IV with respect to the GA Registration Parties and HF
Registration Parties, Registrable Securities and Other Securities
that are requested to be included in such registration pursuant to
this Section 5.2 and the terms of any other agreement providing for
registration rights to which the Company is a party that can be sold
without having the adverse effect referred to above, pro rata on the
basis of the relative number of such fully vested Registrable
Securities and fully vested Other Securities owned by the Persons
seeking such registration.




31









 











          (d) Cutbacks in Other Offerings. If the registration referred to in the first sentence of
Section 5.2(a) is to be an underwritten registration other than on behalf of the Company, and the
lead underwriter or managing underwriter advises the Selling Holders in writing (with a copy to the
Company) that, in such firm’s good faith view, the number of Registrable Securities and Other
Securities requested to be included in such registration exceeds the number which can be sold in
such offering without being likely to have a significant adverse effect upon the price, timing or
distribution of the offering and sale of the Registrable Securities and Other Securities then
contemplated, the Company shall include in such registration:





	 	(i)	 	first, the Other Securities held by any
holder thereof with a contractual right to include such Other
Securities in such registration prior to any other Person; and
	 
	 	(ii)	 	second, subject to the priorities described
in Article IV with respect to the GA Registration Parties and HF
Registration Parties, Registrable Securities and any remaining Other
Securities (other than Company Securities) that are requested to be
included in such registration pursuant to this Section 5.2 and the
terms of any agreement providing for registration rights to which the
Company is a party that can be sold without having the adverse effect
referred to above, pro rata on the basis of the relative number of
such fully vested Registrable Securities and fully vested Other
Securities owned by the Persons seeking such registration.





          (e) Expiration. Notwithstanding any other provision of this Agreement, the right of any
Registration Party to include securities of a particular class in a registration pursuant to this
Section 5.2 shall expire at such time as all Registrable Securities of such class held by such
Registration Party are eligible to be sold to the public pursuant to Rule 144 without limitation as
a result of the volume restrictions set forth therein.




          Section 5.3 Form S-3 Registration.




          (a) Notwithstanding anything in Section 5.1 or Section 5.2 to the contrary, in case the
Company shall receive from any GA Registration Party or HF Registration Party or, subject to
Section 5.3(b), Management Stockholder or eRx Stockholder a written request or requests that the
Company effect a registration on Form S-3 and any related qualification or compliance with respect
to all or a part of the Registrable Securities owned by such Registration Party, and the Company is
then eligible to use Form S-3 for the resale of Registrable Securities, the Company, subject to
Section 5.3(b), will:





	 	(i)	 	promptly give written notice of the
proposed registration, and any related qualification or compliance,
to all other Registration Parties; and




32









 






	 	(ii)	 	promptly file and use its reasonable best
efforts to effect such registration and all such qualifications and
compliances as may be so requested and as would permit or facilitate
the sale and distribution of all or such portion of such Registration
Party’s Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of
any other Registration Party joining in such request as are specified
in a written request given within 15 days after receipt of such
written notice from the Company; provided, that the Company
shall not be obligated to effect any such registration, qualification
or compliance pursuant to this Section 5.3 (or, with respect to a
request under Section 5.4, any Shelf Take-Down pursuant to Section
5.4):






	 	(A)	 	if Form S-3 is not
available for such offering by the Registration Parties;
	 
	 	(B)	 	if the Registration
Parties, together with the holders of any Other Securities
entitled to inclusion in such registration (or Shelf
Take-Down, as applicable), propose to sell Registrable
Securities at an aggregate price to the public (net of any
underwriters’ discounts or commissions) of less than $15
million;
	 
	 	(C)	 	if the Company shall
furnish to the Registration Parties a certificate signed by
the Company’s chief executive officer or chairman of the
Board stating that in the good faith judgment of the Board as
evidenced by a resolution by the Board, it would be seriously
detrimental to the Company and its stockholders for such Form
S-3 registration to be effected (or, with respect to a Shelf
Take-Down under Section 5.4, for the securities of the
Company to be sold pursuant thereto) at such time, in which
event the Company shall have the right to defer the filing of
the Form S-3 registration statement (or Shelf Take-Down) for
a period of not more than 60 days after receipt of the
request of the Registration Party under this Section 5.3 (or
Section 5.4, as applicable); provided, that the
Company shall not utilize this right, together with any other
deferral or suspension of the Company’s obligations under
Section 5.1 or this Section 5.3, more than once in any
12-month period;




33









 






	 	(D)	 	subject to Section 5.3(e),
if the Company has, within the six-month period preceding the
date of such request, already effected one registration on
Form S-3 for a Registration Party pursuant to this Section
5.3 (or effected one Shelf Take-Down pursuant to Section 5.4,
as applicable); provided, that any such registration
shall be deemed to have been “effected” if the registration
statement relating thereto (x) has become or been declared or
ordered effective under the Securities Act, and any of the
Registrable Securities of the Registration Party included in
such registration have actually been sold thereunder, (y) has
remained effective for a period of at least 180 days in the
case of a registration on Form S-3 for a GA Registration
Party or HF Registration Party and (z) has remained effective
for a period of at least 90 days in the case of a
registration on Form S-3 for the eRx Stockholders; or
	 
	 	(E)	 	in any particular
jurisdiction in which the Company would be required to
qualify to do business or to execute a general consent to
service of process in effecting such registration,
qualification or compliance.





          (b) With respect to Management Stockholders and eRx Stockholders: (i) the Management
Stockholders shall only be entitled to request that the Company effect a registration on Form S-3
pursuant to Section 5.3(a) (A) on or after the date that is twelve months following the IPO Date
and (B) on no more than two occasions and (ii) the eRx Stockholders shall only be entitled to
request that the Company effect a registration on Form S-3 pursuant to Section 5.3(a) (A) on or
after the date that is eighteen months following the IPO Date and (B) on no more than one occasion.
In order for the eRx Stockholders or Management Stockholders to exercise this request, the written
request provided under Section 5.3(a) shall be signed by eRx Stockholders or Management
Stockholders, as applicable, holding in excess of 50% of the portion of the Voting Power held by
eRx Stockholders or Management Stockholders, respectively (or, in the case of the Management
Stockholders, such lesser amount as may be agreed to by the Board). A registration requested under
this Section 5.3(b) shall not be deemed to have been effected upon the occurrence of any of the
events specified in Section 5.1(e); provided, that the Management Stockholders or eRx
Stockholders, as applicable, did not request withdrawal of the applicable registration statement.



          (c) Subject to the foregoing, the Company shall file a registration statement covering the
Registrable Securities and Other Securities so requested to be registered promptly after receipt of
the request or requests of the Registration Parties (the “Form S-3 Registration Statement”)
and any such Registration Party may request that



34









 







such Form S-3 Registration Statement constitute a shelf offering on a delayed or continuous
basis in accordance with Rule 415 under the Securities Act (a “Form S-3 Shelf Registration
Statement”), in which case the provisions of Section 5.4 shall also be applicable.



          (d) If the GA Registration Parties or HF Registration Parties intend to distribute the
Registrable Securities covered by their request under this Section 5.3 by means of an underwriting
(it being agreed that the Management Stockholders and the eRx Stockholders shall not be entitled to
request an underwritten offering), they shall so advise the Company as a part of their request made
pursuant to this Section 5.3 and, subject to the limitations set forth in Section 5.3(a), the
Company shall include such information in the written notice referred to in Section 5.3(a). In
such event, the right of any Registration Party to include Registrable Securities in such
registration (or Underwritten Shelf Take-Down, as applicable) shall be conditioned upon such
Registration Party’s participation in such underwriting and the inclusion of such Registration
Party’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority
in interest of the GA Registration Parties and HF Registration Parties participating in the
registration (or Underwritten Shelf Take-Down, as applicable) and the requesting GA Registration
Party or HF Registration Party) to the extent provided herein. All Registration Parties proposing
to distribute their securities through such underwriting shall (together with the Company as
provided in Section 5.7) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of
this Section 5.3 or Section 5.4, if the managing underwriter advises the Company and the
Registration Parties participating in such underwriting in writing that marketing factors require a
limitation of the number of shares to be underwritten, then the Company shall so advise all such
Registration Parties, and, subject to the priorities described in Article IV with respect to the GA
Registration Parties and HF Registration Parties, the number of shares of Registrable Securities
that may be included in the underwriting shall be allocated first among all such Registration
Parties, in proportion (as nearly as practicable) to the Voting Power held by each such
Registration Party at the time of the filing of the registration statement; provided,
however, that the number of shares of Registrable Securities held by such Registration
Parties to be included in such underwriting shall not be reduced unless all Other Securities are
first entirely excluded from the underwriting. Registrable Securities excluded or withdrawn from
such underwriting shall be withdrawn from the registration (or Underwritten Shelf Take-Down, as
applicable).



          (e) Notwithstanding the foregoing, if the Company shall receive from any Holders of
Registrable Securities then outstanding a written request or requests under Section 5.3 that the
Company effect a registration statement on Form S-3 that includes only those items and that
information that is required to be included in parts I and II of such Form, and does not include
any additional or extraneous items of information (e.g., a lengthy description of the
Company or the Company’s business) (an “Ordinary S-3 Registration Statement”), then Section
5.3(a)(ii)(D) shall not apply to such Ordinary S-3 Registration Statement request.



35









 





          Section 5.4 Shelf Take Downs.



          (a) Any Selling Holder of Registrable Securities included in a Form S-3 Shelf Registration
Statement (an “Initiating Shelf Holder”) may initiate an offering or sale of all or part of
such Registrable Securities (a “Shelf Take-Down”), in which case the provisions of this
Section 5.4 shall apply.



          (b) If an Initiating Shelf Holder who is a GA Registration Party or HF Registration Party so
elects in a written request delivered to the Company (an “Underwritten Shelf Take-Down
Notice”), a Shelf Take-Down may be in the form of an underwritten offering (an
“Underwritten Shelf Take-Down”) and, subject to the limitations set forth in the proviso to
Section 5.3(a)(ii), the Company shall file and effect an amendment or supplement to its Form S-3
Shelf Registration Statement for such purpose as soon as practicable; provided, that any
such Marketed Underwritten Shelf Take-Down (as defined below) shall be deemed to be, for purposes
of Section 5.1(b) and Section 5.1(f), a Demand. For the avoidance of doubt, the Management
Stockholders and the eRx Stockholders shall not be entitled to request an Underwritten Shelf
Take-Down. Such Initiating Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice
whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show”
(including an “electronic road show”) or other substantial marketing effort by the underwriters (a
“Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf Take-Down
Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf
Take-Down, the Company shall promptly (but in any event no later than ten days prior to the
expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed
Underwritten Shelf Take-Down to all other Shelf Holders and, subject to the priorities described in
Article IV with respect to the GA Registration Parties and HF Registration Parties, shall permit
the participation of all such Shelf Holders that request inclusion in such Marketed Underwritten
Shelf Take-Down who respond in writing within five days after the receipt of such notice of their
election to participate. The provisions of Section 5.3(d) (other than the first sentence thereof)
shall apply with respect to the right of the Initiating Shelf Holder and any other Shelf Holder to
participate in any Underwritten Shelf Take-Down.



          (c) If the Initiating Shelf Holder desires to effect a Shelf Take-Down that does not
constitute a Marketed Underwritten Shelf Take-Down (a “Non-Marketed Underwritten Shelf
Take-Down”), the Initiating Shelf Holder shall so indicate in a written request delivered to
the Company no later than two Business Days prior to the expected date of such Non-Marketed
Underwritten Shelf Take-Down, which request shall include (i) the total number of Registrable
Securities expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii)
the expected plan of distribution of such Non-Marketed Underwritten Shelf Take-Down and (iii) the
action or actions required (including the timing thereof) in connection with such Non-Marketed
Underwritten Shelf Take-Down (including the delivery of one or more stock certificates representing
shares of Registrable Securities to be sold in such Non-Marketed Underwritten Shelf Take-Down),
and, subject to the limitations set forth in the proviso to Section 5.3(a)(ii), the Company shall
file and effect an amendment or supplement to its Form S-3 Shelf Registration Statement for such
purpose as soon as practicable.



36









 





          (d) Upon receipt of a written request pursuant to Section 5.4(c) from any GA Registration
Party or HF Registration Party, the Company shall provide written notice (a “Non-Marketed
Underwritten Shelf Take-Down Notice”) of such Non-Marketed Underwritten Shelf Take-Down
promptly to all GA Registration Parties and HF Registration Parties (other than the requesting
party), which Non-Marketed Underwritten Shelf Take-Down Notice shall set forth (i) the total number
of Registrable Securities expected to be offered and sold in such Non-Marketed Underwritten Shelf
Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf
Take-Down, (iii) that each recipient of such Non-Marketed Underwritten Shelf Take-Down Notice
(each, a “Notice Recipient”) shall have the right, upon the terms and subject to the
conditions set forth in this Section 5.4(d) and subject to the priorities described in Article IV,
to elect to sell up to its Pro Rata Take-Down Portion and (iv) the action or actions required
(including the timing thereof) in connection with such Non-Marketed Underwritten Shelf Take-Down
with respect to each Notice Recipient that elects to exercise such right (including the delivery of
one or more stock certificates representing shares of Registrable Securities held by such Notice
Recipient to be sold in such Non-Marketed Underwritten Shelf Take-Down). Upon receipt of such
Non-Marketed Underwritten Shelf Take-Down Notice, subject to the priorities described in Article
IV, each such Notice Recipient may elect to sell up to its Pro Rata Take-Down Portion with respect
to each such Non-Marketed Underwritten Shelf Take-Down, by taking such action or actions referred
to in clause (iv) above in a timely manner; provided, that each such Notice Recipient that
elects to participate in such Non-Marketed Underwritten Shelf Take-Down may condition its
participation on the Non-Marketed Underwritten Shelf Take-Down being completed within ten Business
Days of its acceptance at a net price per share to such Notice Recipient of not less than 95% of
the closing price for the shares on their principal trading market on the trading day immediately
prior to such Notice Recipient’s election to participate. Notwithstanding anything to the contrary
herein, this Section 5.4(d) shall not apply to any Non-Marketed Underwritten Shelf Take-Down
initiated at a time when the priorities described in Article IV have been fully satisfied or
expired.



          (e) Notwithstanding the delivery of any Non-Marketed Underwritten Shelf Take-Down Notice, but
subject to the proviso in the penultimate sentence of Section 5.4(d), all determinations as to
whether to complete any Non-Marketed Underwritten Shelf Take-Down and as to the timing, manner,
price and other terms of any Non-Marketed Underwritten Shelf Take-Down contemplated by Section
5.4(d) shall be at the discretion of the Initiating Shelf Holder; provided, that so long as
the priorities described in Article IV have not been fully satisfied or expired, if such
Non-Marketed Underwritten Shelf Take-Down is completed, the Initiating Shelf Holder must, subject
to the priorities described in Article IV, include each Notice Recipient’s Pro Rata Take-Down
Portion in such Non-Marketed Underwritten Shelf Take-Down if such Notice Recipient has complied
with the penultimate sentence of Section 5.4(d).



          (f) For purposes of this Section 5.4, “Pro Rata Take-Down Portion” shall mean, with
respect to any Non-Marketed Underwritten Shelf Take-Down and each Initiating Shelf Holder and each
other Notice Recipient delivering such notice with respect to and participating in such
Non-Marketed Underwritten Shelf Take-Down, a



37









 







number equal to the product of the following: (i) the total number of Registrable Securities
to be included in such Non-Marketed Underwritten Shelf Take-Down and (ii) a fraction, the numerator
of which is the total number of Registrable Securities beneficially owned by such Initiating Shelf
Holder or other Notice Recipient, as applicable, and the denominator of which is the total number
of Registrable Securities beneficially owned by the Initiating Shelf Holder and all the other
Notice Recipient delivering such a notice and participating in such Non-Marketed Underwritten Shelf
Take-Down.



          Section 5.5 Selection of Underwriters. In the event that any registration pursuant to this
Article V shall involve, in whole or in part, an underwritten offering, the underwriter or
underwriters shall be designated by the Registration Party (or in the case of a Shelf Take-Down,
the Initiating Shelf Holder) that requested such underwritten offering in accordance with this
Article V, which underwriter or underwriters shall be reasonably acceptable to the Company and the
Selling Holders holding a majority of the Registrable Securities to be included in such offering.



          Section 5.6 Withdrawal Rights; Expenses.



          (a) A Selling Holder may withdraw all or any part of its Registrable Securities from any
registration (including a registration effected pursuant to Section 5.1) by giving written notice
to the Company of its request to withdraw at any time. Except in the case of a withdrawal of
Registrable Securities made within 30 days of receipt by such Selling Holder of a certificate or
notice from the Company that it will defer the filing or effectiveness of a registration statement
pursuant to Section 5.1(d) or Section 5.3(a)(ii)(C), the Company shall be entitled to reimbursement
for any SEC registration fees incurred by the Company in connection with the registration of the
Registrable Securities so withdrawn (unless such registration fees can be used in connection with
the registration of other securities by the Company, including in connection with a future
registration). In the case of a withdrawal prior to the effective date of a registration
statement, any Registrable Securities so withdrawn shall be reallocated among the remaining
participants in accordance with the applicable provisions of this Agreement.



          (b) Except as provided herein, the Company shall pay all Registration Expenses with respect to
a particular offering (or proposed offering). Except as provided herein, each Selling Holder and
the Company shall be responsible for its own fees and expenses of counsel and financial advisors
and their internal administrative and similar costs, as well as their respective pro rata shares of
underwriters’ commissions and discounts, which shall not constitute Registration Expenses.



          Section 5.7 Registration and Qualification. If and whenever the Company is required to effect the
registration of any Registrable Securities under the Securities Act as provided in this Article V,
the Company shall as promptly as practicable:



          (a) Registration Statement. Prepare and (as soon thereafter as practicable and in any event,
no later than 30 days after the end of the applicable period



38









 







specified in Section 5.1(a) within
which requests for registration may be given to the
Company) file a registration statement under the Securities Act relating to the Registrable
Securities to be offered and use its reasonable best efforts to cause such registration statement
to become effective as promptly as practicable thereafter, and keep such registration statement
effective for 180 days or, if earlier, until the distribution contemplated in the registration
statement has been completed; provided, that in the case of any registration of Registrable
Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such
180-day period shall be extended, if necessary, to keep the registration statement continuously
effective, supplemented and amended to the extent necessary to ensure that it is available for
sales of such Registrable Securities, and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from
time to time, until the earlier of when (i) the Selling Holders have sold all of such Registrable
Securities and (ii) the Selling Holders may sell all of such Registrable Securities without
limitation pursuant to Rule 144 under the Securities Act as determined by the counsel to the
Company pursuant to a written opinion letter to such effect, addressed and acceptable to the
Company’s transfer agent and the affected Institutional Stockholders, Management Stockholders or
eRx Stockholders, as the case may be; provided, further, that notwithstanding the
foregoing, the Company shall be entitled to withdraw any registration of Registrable Securities on
Form S-3 requested by an eRx Stockholder 90 days after its effectiveness; furnish to the lead
underwriter or underwriters, if any, and to the Selling Holders who have requested that Registrable
Securities be covered by such registration statement, prior to the filing thereof with the SEC, a
copy of the registration statement, and each amendment thereof, and a copy of any prospectus, and
each amendment or supplement thereto (excluding amendments caused by the filing of a report under
the Exchange Act); and use its reasonable best efforts to reflect in each such document, when so
filed with the SEC, such comments as such Persons reasonably may on a timely basis propose;



          (b) Amendments; Supplements. Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith as may be (i)
reasonably requested by any Selling Holder (to the extent such request relates to information
relating to such Selling Holder), or (ii) necessary to keep such registration statement effective
and to comply with the provisions of the Securities Act with respect to the disposition of all
Registrable Securities until the earlier of (A) such time as all of such Registrable Securities
have been disposed of in accordance with the intended methods of disposition set forth in such
registration statement and (B) if a Form S-3 registration, the expiration of the applicable period
specified in Section 5.7(a) and, if not a Form S-3 registration, the applicable period specified in
Section 5.1(e); provided, that any such required period shall be extended for such number
of days (x) during any period from and including the date any written notice contemplated by
paragraph (f) below is given by the Company until the date on which the Company delivers to the
Selling Holders the supplement or amendment contemplated by paragraph (f) below or written notice
that the use of the prospectus may be resumed, as the case may be, and (y) during which the
offering of Registrable Securities pursuant to such registration statement is interfered with by
any stop order, injunction or other order or requirement of the SEC or any other governmental
agency or court; provided, further,



39









 







that the Company will have no obligation to a
Selling Holder participating on a
“piggyback” basis in a registration statement that has become effective to keep such
registration statement effective for a period beyond 180 days from the effective date of such
registration statement. The Company will respond promptly to any comments received from the SEC
and request acceleration of effectiveness promptly after it learns that the SEC will not review the
registration statement or after it has satisfied comments received from the SEC. With respect to
each Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure
that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) under the
Securities Act) such Free Writing Prospectus or other materials without the prior written consent
of the Selling Holders of the Registrable Securities covered by such registration statement, which
Free Writing Prospectuses or other materials shall be subject to the review of counsel to such
Selling Holders, and make all required filings of all Free Writing Prospectuses with the SEC;



          (c) Copies. Furnish to the Selling Holders and to any underwriter of such Registrable
Securities such number of conformed copies of such registration statement and of each such
amendment and supplement thereto (in each case including all exhibits), such number of copies of
the prospectus included in such registration statement (including each preliminary prospectus,
summary prospectus and Free Writing Prospectus), in conformity with the requirements of the
Securities Act, such documents incorporated by reference in such registration statement or
prospectus, and such other documents, as such Selling Holders or such underwriter may reasonably
request, and upon request a copy of any and all transmittal letters or other correspondence to or
received from, the SEC or any other Governmental Entity or self regulatory body or other body
having jurisdiction (including any domestic or foreign securities exchange) relating to such
offering;



          (d) Blue Sky. Register and qualify the securities covered by such registration statement
under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested
by the Selling Holders and do any and all other acts and things which may be reasonably necessary
or advisable to enable such Selling Holders to consummate the disposition in such jurisdictions of
the Registrable Securities owned by such Selling Holder; provided, that the Company shall
not be required in connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or jurisdictions;



          (e) Delivery of Certain Documents. (i) Furnish to each Selling Holder and to any underwriter
of such Registrable Securities an opinion of counsel for the Company (which opinion (in form, scope
and substance) shall be reasonably satisfactory to the managing underwriters, if any, or, in the
case of a non-underwritten offering, to the Selling Holders) addressed to each Selling Holder and
any underwriter of such Registrable Securities and dated the date of the closing under the
underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date
of the applicable registration statement) covering the matters customarily covered in opinions
requested in sales of securities or underwritten offerings, (ii) furnish to each Selling Holder and
any underwriter of such Registrable Securities a “cold comfort” and “bring-down” letter addressed
to each Selling Holder and any underwriter of such Registrable Securities and



40









 







signed by the
independent public accountants who have audited the financial statements
of the Company included in such registration statement, in each such case covering
substantially the same matters with respect to such registration statement (and the prospectus
included therein) as are customarily covered in accountants’ letters delivered to underwriters in
underwritten public offerings of securities and such other matters as any Selling Holder may
reasonably request and, in the case of such accountants’ letter, with respect to events subsequent
to the date of such financial statements and (iii) cause such authorized officers of the Company to
execute customary certificates as may be requested by any Selling Holder or any underwriter of such
Registrable Securities;



          (f) Notification of Certain Events; Corrections. Promptly notify the Selling Holders and any
underwriter of such Registrable Securities in writing (i) of the occurrence of any event as a
result of which the registration statement or the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, (ii) of any request by the SEC or
any other regulatory body or other body having jurisdiction for any amendment of or supplement to
any registration statement or other document relating to such offering, and (iii) if for any other
reason it shall be necessary to amend or supplement such registration statement or prospectus in
order to comply with the Securities Act and, in any such case as promptly as reasonably practicable
thereafter, prepare and file with the SEC an amendment or supplement to such registration statement
or prospectus which will correct such statement or omission or effect such compliance;



          (g) Notice of Effectiveness. Notify the Selling Holders and the lead underwriter or
underwriters, if any, and (if requested) confirm such advice in writing, as promptly as reasonably
practicable after notice thereof is received by the Company (i) when the applicable registration
statement or any amendment thereto has been filed or becomes effective and when the applicable
prospectus or any amendment or supplement thereto has been filed, (ii) of any comments by the SEC,
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of such
registration statement or any order preventing or suspending the use of any preliminary or final
prospectus or the initiation or threat of any proceedings for such purposes and (iv) of the receipt
by the Company of any notification with respect to the suspension of the qualification of the
Registrable Securities for offering or sale in any jurisdiction or the initiation or threat of any
proceeding for such purpose;



          (h) Stop Orders. Use its reasonable best efforts to prevent the entry of, and use its best
efforts to obtain as promptly as reasonably practicable the withdrawal of, any stop order with
respect to the applicable registration statement or other order suspending the use of any
preliminary or final prospectus;



          (i) Plan of Distribution. Promptly incorporate in a prospectus supplement or post-effective
amendment to the applicable registration statement such information as the lead underwriter or
underwriters, if any, and the Selling Holders holding a majority of each class of Registrable
Securities being sold agree (with respect



41









 







to the relevant class) should be included therein
relating to the plan of distribution with
respect to such class of Registrable Securities; and make all required filings of such
prospectus supplement or post-effective amendment as promptly as reasonably practicable after being
notified of the matters to be incorporated in such prospectus supplement or post-effective
amendment;



          (j) Other Filings. Use its reasonable best efforts to cause the Registrable Securities
covered by the applicable registration statement to be registered with or approved by such other
Governmental Entities as may be necessary to enable the seller or sellers thereof or the
underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;



          (k) FINRA Compliance. Cooperate with each Selling Holder and each underwriter or agent, if
any, participating in the disposition of such Registrable Securities and their respective counsel
in connection with any filings required to be made with FINRA;



          (l) Listing. Use its reasonable best efforts to cause all such Registrable Securities
registered pursuant to such registration to be listed and remain on each securities exchange and
automated interdealer quotation system on which identical securities issued by the Company are then
listed;



          (m) Transfer Agent; Registrar; CUSIP Number. Provide a transfer agent and registrar for all
Registrable Securities registered pursuant to such registration and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of the applicable
registration statement;



          (n) Compliance; Earnings Statement. Otherwise use its reasonable best efforts to comply with
all applicable rules and regulations of the SEC, and make available to each Selling Holder, as soon
as reasonably practicable, an earning statement covering the period of at least twelve months, but
not more than eighteen months, beginning with the first month after the effective date of the
applicable registration statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act;



          (o) Road Shows. To the extent reasonably requested by the lead or managing underwriters in
connection with an underwritten offering pursuant to Section 5.1 (including a Form S-3 underwritten
offering pursuant to Section 5.3), send appropriate officers of the Company to attend any “road
shows” scheduled in connection with any such underwritten offering, with all out of pocket costs
and expenses incurred by the Company or such officers in connection with such attendance to be paid
by the Company;



          (p) Certificates. Unless the relevant securities are issued in book-entry form, furnish for
delivery in connection with the closing of any offering of Registrable Securities pursuant to a
registration effected pursuant to this Article V unlegended certificates representing ownership of
the Registrable Securities being sold in such



42









 







denominations as shall be requested by any Selling
Holder or the underwriters of such
Registrable Securities (it being understood that the Selling Holders will use their reasonable
best efforts to arrange for delivery to the Depository Trust Company); and



          (q) Reasonable Best Efforts. Use its reasonable best efforts to take all other steps
necessary to effect the registration of the Registrable Securities contemplated hereby.



          Section 5.8 Underwriting; Due Diligence.



          (a) If requested by the underwriters for any underwritten offering of Registrable Securities
pursuant to a registration requested under this Article V, the Company shall enter into an
underwriting agreement with such underwriters for such offering, which agreement will contain such
representations and warranties by the Company and such other terms and provisions as are
customarily contained in underwriting agreements generally with respect to secondary distributions
to the extent relevant, including indemnification and contribution provisions substantially to the
effect and to the extent provided in Section 5.9, and agreements as to the provision of opinions of
counsel and accountants’ letters to the effect and to the extent provided in Section 5.7(e). The
Selling Holders on whose behalf the Registrable Securities are to be distributed by such
underwriters shall be parties to any such underwriting agreement, and the representations and
warranties by, and the other agreements on the part of, the Company to and for the benefit of such
underwriters, shall also be made to and for the benefit of such Selling Holders and the conditions
precedent to the obligations of such underwriters under such underwriting agreement shall also be
conditions precedent to the obligations of such Selling Holders to the extent applicable. Subject
to the following sentence, such underwriting agreement shall also contain such representations and
warranties by such Selling Holders and such other terms and provisions as are customarily contained
in underwriting agreements with respect to secondary distributions, when relevant. No Selling
Holder shall be required in any such underwriting agreement or related documents to make any
representations or warranties to or agreements with the Company or the underwriters other than
customary representations, warranties or agreements regarding such Selling Holder’s title to
Registrable Securities and any written information provided by the Selling Holder to the Company
expressly for inclusion in the related registration statement.



          (b) In connection with the preparation and filing of each registration statement registering
Registrable Securities under the Securities Act pursuant to this Article V, the Company shall make
available upon reasonable notice at reasonable times and for reasonable periods for inspection by
each Selling Holder, by any managing underwriter or underwriters participating in any disposition
to be effected pursuant to such registration statement, and by any attorney, accountant or other
agent retained by any Selling Holder or any managing underwriter, all pertinent financial and other
records, pertinent corporate documents and properties of the Company, and cause all of the
Company’s officers, directors and employees and the independent public accountants who have
certified the Company’s financial statements to make themselves available to discuss the business
of the Company and to supply all information reasonably requested



43









 







by any such Selling Holders,
managing underwriters, attorneys, accountants or agents in
connection with such registration statement as shall be necessary to enable them to exercise
their due diligence responsibility (subject to entry by each party referred to in this clause (b)
into customary confidentiality agreements in a form reasonably acceptable to the Company).



          (c) In the case of an underwritten offering requested by the Registration Parties pursuant to
Section 5.1 or Section 5.3 or an Underwritten Shelf Take-Down pursuant to Section 5.4, the price,
underwriting discount and other financial terms for the Registrable Securities of the related
underwriting agreement shall be determined by the Selling Holders holding a majority of the
Registrable Securities to be included in such offering. In the case of any underwritten offering
of securities by the Company pursuant to Section 5.2, such price, discount and other terms shall be
determined by the Company, subject to the right of Selling Holders to withdraw their Registrable
Securities from the registration pursuant to Section 5.6(a).



          (d) Subject to Section 5.8(a), no Person may participate in an underwritten offering
(including an Underwritten Shelf Take-Down) unless such Person (i) agrees to sell such Person’s
securities on the basis provided in any underwriting arrangements approved by the Persons entitled
to approve such arrangements and (ii) completes and executes all customary questionnaires, powers
of attorney, indemnities, underwriting agreement and other documents reasonably required under the
terms of such underwriting arrangements.



          Section 5.9 Indemnification and Contribution.



          (a) Indemnification by the Company. In the case of each offering of Registrable Securities
made pursuant to this Article V, the Company agrees to indemnify and hold harmless, to the extent
permitted by Law, each Selling Holder, each underwriter of Registrable Securities so offered and
each Person, if any, who controls or is alleged to control (within the meaning set forth in the
Securities Act) any of the foregoing Persons, the Affiliates of each of the foregoing, and the
officers, directors, partners, employees and agents of each of the foregoing, against any and all
losses, liabilities, costs (including reasonable attorney’s fees and disbursements), claims and
damages, joint or several, to which they or any of them may become subject, under the Securities
Act or otherwise, including any amount paid in settlement of any litigation commenced or
threatened, insofar as such losses, liabilities, costs, claims and damages (or actions or
proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise
out of or are based upon any untrue statement by the Company or alleged untrue statement by the
Company of a material fact contained in the registration statement (or in any preliminary, final or
summary prospectus included therein) or in the Disclosure Package, or in any offering memorandum or
other offering document relating to the offering and sale of such Registrable Securities prepared
by the Company or at its direction, or any amendment thereof or supplement thereto, or in any
document incorporated by reference therein, or any omission by the Company or alleged omission by
the Company to state therein a material fact required to be stated therein or necessary to make the
statements therein (in the case of a prospectus or preliminary prospectus, in light of the



44









 







circumstances under which they were made) not misleading; provided, however, that
the
Company shall not be liable to any Person in any such case to the extent that any such loss,
liability, cost, claim or damage arises out of or relates to any untrue statement or alleged untrue
statement, or any omission, if such statement or omission shall have been made in reliance upon and
in conformity with information relating to such Person furnished in writing to the Company by or on
behalf of such Person expressly for inclusion in the registration statement (or in any preliminary,
final or summary prospectus included therein), offering memorandum or other offering document, or
any amendment thereof or supplement thereto. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of any such Person and shall survive the
transfer of such securities.



          (b) Indemnification by Selling Holders. In the case of each offering made pursuant to this
Agreement, each Selling Holder, by exercising its registration rights hereunder, agrees to
indemnify and hold harmless, to the extent permitted by Law, the Company, each other Selling Holder
and each Person, if any, who controls or is alleged to control (within the meaning set forth in the
Securities Act) any of the foregoing, any Affiliate of any of the foregoing, and the officers,
directors, partners, employees and agents of each of the foregoing, against any and all losses,
liabilities, costs (including reasonable attorney’s fees and disbursements), claims and damages to
which they or any of them may become subject, under the Securities Act or otherwise, including any
amount paid in settlement of any litigation commenced or threatened, insofar as such losses,
liabilities, costs, claims and damages (or actions or proceedings in respect thereof, whether or
not such indemnified Person is a party thereto) arise out of or are based upon any untrue statement
made by such Selling Holder of a material fact contained in the registration statement (or in any
preliminary, final or summary prospectus included therein) or in the Disclosure Package relating to
the offering and sale of such Registrable Securities prepared by the Company or at its direction,
or any amendment thereof or supplement thereto, or any omission by such Selling Holder of a
material fact required to be stated therein or necessary to make the statements therein (in the
case of a prospectus or preliminary prospectus, in light of the circumstances under which they were
made) not misleading, but in each case only to the extent that such untrue statement of a material
fact occurs in reliance upon and in conformity with, or such material fact is omitted from,
information relating to such Selling Holder furnished in writing to the Company by or on behalf of
such Selling Holder expressly for inclusion in such registration statement (or in any preliminary,
final or summary prospectus included therein) or Disclosure Package, or any amendment thereof or
supplement thereto.



          (c) Indemnification Procedures. Each party entitled to indemnification under this Section 5.9
shall give notice to the party required to provide indemnification promptly after such indemnified
party has actual knowledge that a claim is to be made against the indemnified party as to which
indemnity may be sought, and shall permit the indemnifying party to assume the defense of such
claim or litigation resulting therefrom and any related settlement and settlement negotiations,
subject to the limitations on settlement set forth below; provided, that counsel for the
indemnifying party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the indemnified party (whose approval shall not unreasonably be



45









 







withheld), and the indemnified party may participate in such defense at such party’s
expense; and provided, further, that the failure of any indemnified party to
give notice as provided herein shall not relieve the indemnifying party of its obligations under
this Section 5.9, except to the extent the indemnifying party is actually prejudiced by such
failure to give notice. Notwithstanding the foregoing, an indemnified party shall have the right
to retain separate counsel, with the reasonable fees and expenses of such counsel being paid by the
indemnifying party, if representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing interests between
such indemnified party and any other party represented by such counsel or if the indemnifying party
has failed to assume the defense of such action. No indemnified party shall enter into any
settlement of any litigation commenced or threatened with respect to which indemnification is or
may be sought without the prior written consent of the indemnifying party (such consent not to be
unreasonably withheld). No indemnifying party, in the defense of any such claim or litigation,
shall, except with the consent of each indemnified party, consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release, reasonably satisfactory to the
indemnified party, from all liability in respect to such claim or litigation. Each indemnified
party shall furnish such information regarding itself or the claim in question as an indemnifying
party may reasonably request in writing and as shall be reasonably required in connection with
defense of such claim and litigation resulting therefrom.



          (d) Contribution. If the indemnification provided for in this Section 5.9 shall for any
reason be unavailable (other than in accordance with its terms) to an indemnified party in respect
of any loss, liability, cost, claim or damage referred to therein, then each indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, cost, claim or damage in such
proportion as shall be appropriate to reflect the relative fault of the indemnifying party on the
one hand and the indemnified party on the other with respect to the statements or omissions which
resulted in such loss, liability, cost, claim or damage as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the indemnifying party on the one hand or the indemnified
party on the other, the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount paid or payable by an
indemnified party as a result of the loss, cost, claim, damage or liability, or action in respect
thereof, referred to above in this paragraph (d) shall be deemed to include, for purposes of this
paragraph (d), any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
Notwithstanding anything in this Section 5.9(d) to the contrary, no indemnifying party (other than
the Company) shall be required pursuant to this Section 5.9(d) to contribute any amount in excess
of the amount by which the net proceeds received by such



46









 







indemnifying party from the sale of
Registrable Securities in the offering to which the
losses of the indemnified parties relate exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue statement or
omission. The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5.9(d) were determined by pro rata allocation or by any other method of
allocation which does not take into account the equitable considerations referred to in this
Section.



          (e) Indemnification/Contribution under State Law. Indemnification and contribution similar to
that specified in the preceding paragraphs of this Section 5.9 (with appropriate modifications)
shall be given by the Company and the Selling Holders and underwriters with respect to any required
registration or other qualification of securities under any state Law or governmental authority.



          (f) Obligations Not Exclusive. The obligations of the parties under this Section 5.9 shall be
in addition to any liability which any party may otherwise have to any other Person.



          (g) Survival. For the avoidance of doubt, the provisions of this Section 5.9 shall survive
any termination of this Agreement.



          (h) Limitation of Selling Holder Liability. The liability of any Selling Holder under this
Section 5.9 shall be several and not joint and in no event shall the liability of any Selling
Holder under this Section 5.9 be greater in amount than the dollar amount of the net proceeds
received by such Selling Holder under the sale of the Registrable Securities giving rise to such
indemnification/contribution obligation.



          (i) Third Party Beneficiary. Each of the indemnified Persons referred to in this Section 5.9
shall be a third party beneficiary of the rights conferred to such Person in this Section.



          Section 5.10 Cooperation; Information by Selling Holder.



          (a) It shall be a condition of each Selling Holder’s rights under this Article V that such
Selling Holder cooperate with the Company by entering into any undertakings and taking such other
action relating to the conduct of the proposed offering which the Company or the underwriters may
reasonably request as being necessary to insure compliance with federal and state securities laws
and the rules or other requirements of FINRA or which are otherwise customary and which the Company
or the underwriters may reasonably request to effectuate the offering.



          (b) Each Selling Holder shall furnish to the Company such information regarding such Selling
Holder and the distribution proposed by such Selling Holder as the Company may reasonably request
in writing and as shall be reasonably required in connection with any registration, qualification
or compliance referred to in this Article V. The Company shall have the right to exclude from the
registration any Selling Holder that does not comply with this Section 5.10.




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          (c) At such time as an underwriting agreement with respect to a particular underwriting is
entered into, the terms of any such underwriting agreement shall govern with respect to the matters
set forth therein to the extent inconsistent with this Article V; provided, that the
indemnification provisions of such underwriting agreement as they relate to the Selling Holders are
customary for registrations of the type then proposed and provide for indemnification by such
Selling Holders only with respect to written information furnished by such Selling Holders.



          Section 5.11 Rule 144. Following a Public Offering, the Company shall use its reasonable best efforts to ensure
that the conditions to the availability of Rule 144 under the Securities Act set forth in paragraph
(c) of Rule 144 shall be satisfied. The Company agrees to use its reasonable best efforts to file
with the SEC in a timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act, at any time after it has become subject to such reporting
requirements. Upon the request of any Registration Party for so long as such information is a
necessary element of such Person’s ability to avail itself of Rule 144, the Company will deliver to
such Person (i) a written statement as to whether it has complied with such requirements and (ii) a
copy of the most recent annual or quarterly report of the Company, and such other reports and
documents so filed as such Person may reasonably request in availing itself of any rule or
regulation of the SEC allowing such Person to sell any such securities without registration.



          Section 5.12 Holdback Agreement. Each of the Company and each Holder of Registrable Securities (whether or not such
Registrable Securities are covered by a registration statement filed pursuant to Section 5.1 or
Section 5.2) agrees, if requested (pursuant to a timely written notice) by the managing underwriter
or underwriters in an underwritten offering, not to effect any public sale or distribution of any
of the Registrable Securities, including a sale pursuant to Rule 144 (except as part of such
underwritten offering), during the period beginning ten days prior to, and ending up to 90 days (or
such lesser period applicable to Selling Holders that are selling in such offering) after, the
closing date of the underwritten offering made pursuant to such registration statement. The
foregoing provisions shall not apply to the Company or any other Person if such Person is prevented
by applicable statute or regulation from entering into any such agreement; provided,
however, that any such Person shall undertake not to effect any public sale or distribution
of the class of securities covered by such registration statement (except as part of the
underwritten offering) during such period unless it has provided 60 days’ prior written notice of
such sale or distribution to the managing underwriter.



          Section 5.13 Suspension of Sales. Each Selling Holder participating in a registration agrees that, upon receipt of notice
from the Company pursuant to Section 5.7(f), such Selling Holder will discontinue disposition of
its Registrable Securities pursuant to such registration statement until receipt of the copies of
the supplemented or amended prospectus contemplated by Section 5.7(f), or until advised in writing
by the Company that the use of the prospectus may be resumed, as the case may be, and, if so
directed by the Company, such Selling Holder will deliver to the Company



48









 




(at the Company’s expense) all copies, other than permanent file copies then in such Selling Holder’s
possession, of the prospectus covering such Registrable Securities which are current at the time of
the receipt of the notice of the event described in Section 5.7(f).




          Section 5.14 Third Party Registration Rights. Nothing in this Agreement shall be deemed to prevent the Company from providing registration rights to any other Person on such terms as the Board deems desirable in its sole
discretion; provided, that so long as (i) the HF Stockholders collectively own Shares
representing at least 50% of the portion of the Voting Power (as adjusted for stock splits and the
like) represented by Shares owned by the HF Stockholders immediately prior to the consummation of
the IPO, such registration rights are approved in writing by the HF Stockholders and (ii) the GA
Stockholders collectively own Shares representing at least 50% of the portion of the Voting Power
(as adjusted for stock splits and the like) represented by Shares owned by the GA Stockholders
immediately prior to the consummation of the IPO, such registration rights are approved in writing
by the GA Stockholders.



ARTICLE VI

TRANSFERS




          Section 6.1 Restrictions on Transfer.




          (a) From and after the date hereof no Institutional Stockholder shall, nor shall its direct
and indirect equity holders, Transfer all or any portion of its Shares, directly or indirectly,
without the prior written consent of the HF Stockholders (in the case of a Transfer by the GA
Stockholders), and the GA Stockholders (in the case of a Transfer by the HF Stockholders) except
for Transfers (i) by any HF Stockholder to an HF Permitted Transferee (it being understood that
Class B Shares shall only be Transferred with the corresponding Units), provided such HF
Permitted Transferee executes and delivers to the parties hereto a joinder in the form attached
hereto as Exhibit C agreeing to be bound by the terms and provisions of this Agreement,
(ii) by any GA Stockholder to a GA Permitted Transferee, provided such GA Permitted
Transferee executes and delivers to the parties hereto a joinder in the form attached as
Exhibit C agreeing to be bound by the terms and provisions of this Agreement, (iii) of
Class A Shares by an Institutional Stockholder in (x) a Tag-Along Sale Transaction or pursuant to
the exercise of Tag-Along Rights, in accordance with Section 6.3 (including in a Transfer made in
accordance with Rule 144 under the Securities Act) or (y) in a Transfer not subject to Section 6.3
because such Institutional Stockholder and its Affiliates collectively beneficially own less than
5% of the outstanding Shares immediately prior to such Transfer, (iv) of Class A Shares by an
Institutional Stockholder in a Public Offering pursuant to Article V or (v) of Class B Shares in an
Exchange or to the Company in accordance with Section 8.1(c) of the Amended EBS Master LLC
Agreement (it being understood that Class B Shares shall only be Transferred with the corresponding
Units).



          (b) From and after the date hereof, no eRx Stockholder shall Transfer all or any portion of
its Shares, directly or indirectly, without the prior written consent of the HF Stockholders and
the GA Stockholders except for Transfers (i) to an eRx



49









 




Permitted Transferee, provided such eRx Permitted Transferee executes and delivers to
the parties hereto a joinder in the form attached hereto as Exhibit C agreeing to be bound
by the terms and provisions of this Agreement (it being understood that Class B Shares shall only
be Transferred with the corresponding Units), (ii) of Class A Shares pursuant to the exercise of
Tag-Along Rights in accordance with Section 6.3 (including in a Transfer made in accordance with
Rule 144 under the Securities Act), (iii) in accordance with Rule 144 under the Securities Act,
(iv) of Class A Shares in a Public Offering or (v) of Class B Shares in an Exchange or to the
Company in accordance with Section 8.1(c) of the Amended EBS Master LLC Agreement (it being
understood that Class B Shares shall only be Transferred with the corresponding Units).




          (c) From and after the date hereof, no Management Stockholder shall Transfer all or any
portion of its Shares, directly or indirectly, without the prior written consent of the HF
Stockholders and the GA Stockholders except for Transfers (i) to a Management Permitted Transferee,
provided such Management Permitted Transferee executes and delivers to the parties hereto a
joinder in the form attached hereto as Exhibit C agreeing to be bound by the terms and
provisions of this Agreement (it being understood that Class B Shares shall only be Transferred
with the corresponding Units), (ii) of Class A Shares pursuant to the exercise of Tag-Along Rights
in accordance with Section 6.3 (including in a Transfer made in accordance with Rule 144 under the
Securities Act), (iii) in accordance with Rule 144 under the Securities Act, (iv) of Class A Shares
in a Public Offering or (v) of Class B Shares in an Exchange or to the Company in accordance with
Section 8.1(c) of the Amended EBS Master LLC Agreement (it being understood that Class B Shares
shall only be Transferred with the corresponding Units).



          (d) If, notwithstanding the other provisions of this Section 6.1, all or any portion of a
Stockholder’s Shares are Transferred in violation of the other provisions of this Section 6.1,
involuntarily, by operation of law or otherwise, then without limiting any other rights and
remedies available to the other parties under this Agreement or otherwise, the Transferee of such
Shares (or portion thereof) shall not be permitted to become a party to this Agreement as an
Institutional Stockholder, eRx Stockholder or Management Stockholder, as the case may be, as set
forth in Section 6.2, or be entitled to any rights as an Institutional Stockholder, eRx Stockholder
or Management Stockholder hereunder, as the case may be, and, in the case of an Institutional
Stockholder, the Institutional Stockholder whose Shares have been Transferred in violation of the
other provisions of this Section 6.1 shall, together with its Affiliates, lose all rights it may
have pursuant to Section 2.1, but will continue to be bound by all obligations hereunder, unless
each Institutional Stockholder consents in writing to such Transferee becoming an Institutional
Stockholder, which consent shall be granted or withheld in each Institutional Stockholder’s sole
discretion. Any attempted or purported Transfer of all or a portion of the Shares held by such
Stockholder in violation of this Section 6.1 shall be null and void and of no force or effect
whatsoever, such Stockholder will not be treated as an owner of Shares for purposes of this
Agreement or otherwise, and the Company will not register such Transfer of Shares.



          (e) If any Permitted Transferee to which Shares have been Transferred in accordance with this
Agreement ceases to be a Permitted Transferee of such



50









 




Stockholder, such Permitted Transferee shall, and the relevant Stockholder shall cause such
Permitted Transferee to, Transfer back to such Stockholder (or to another Permitted Transferee of
such Stockholder) any Shares it owns on or prior to the date that such Permitted Transferee ceases
to be a Permitted Transferee of such Stockholder.




          Section 6.2 Transferee Stockholders. A Transferee of Shares pursuant to this Article VI who is a Permitted Transferee shall, in
each case, become an Institutional Stockholder, Management Stockholder or eRx Stockholder, as the
case may be, subject to Section 7.6, and must (a) satisfy the requirements of this Article VI,
including Section 6.1, (b) execute a joinder in the form attached hereto as Exhibit C
agreeing to be bound by the terms and provisions of this Agreement and assuming all of the
Transferor’s then existing and future Liabilities arising under or relating to this Agreement, and
(c) represent that the Transfer was made in accordance with all applicable securities laws and
regulations. Unless agreed to in writing by all Institutional Stockholders, the joinder by a
Stockholder to this Agreement shall not result in the release of the Transferor from any Liability
that the Transferor may have to each remaining Stockholder or to the Company under this Agreement
or any other written agreement, contract, lease, sublease, license, sublicense, obligation, promise
or undertaking between the Company or any of its Subsidiaries, on the one hand, and such Transferor
or any of its Affiliates, on the other hand. Written notice of joinder of a Person to this
Agreement as a Stockholder shall be sent promptly by the Transferor to each remaining Stockholder
and the Company.



          Section 6.3 Tag-Along Right.



          (a) In connection with any direct or indirect Transfer (other than (x) a Public Offering
pursuant to Article V, which shall be governed by the provisions of Article V, (y) a distribution
of Equity Securities of the Company by any Institutional Stockholder to its members, partners,
unitholders or stockholders, and (z) an Exchange) for value of any Class A Shares (including any
Class A Shares issuable or issued upon conversion or exchange of other securities of the Company or
any of its Subsidiaries) by (i) a GA Stockholder that, together with all other GA Stockholders,
beneficially owns at least 5% of the outstanding Shares immediately prior to such Transfer, to any
Person other than a GA Permitted Transferee or (ii) an HF Stockholder that, together with all other
HF Stockholders, beneficially owns at least 5% of the outstanding Shares immediately prior to such
Transfer, to any Person other than an HF Permitted Transferee (such proposed Transferor, in either
case, a “Tag-Along Seller” and such proposed Transfer, a “Tag-Along Sale
Transaction”), each other Institutional Stockholder, each Management Stockholder and each eRx
Stockholder (an “Other Stockholder”) shall have the right to sell a proportionate amount of
its vested Class A Shares (including any Class A Shares issuable or issued upon conversion or
exchange of vested other securities of the Company or any of its Subsidiaries) based on the
relative number of such Class A Shares owned by such Other Stockholder, subject to the priorities
set forth in Article IV with respect to the GA Stockholders and HF Stockholders, to such third
party for the same price per Class A Share and on the same other terms and conditions as are
applicable to the Tag-Along Seller, including that any such Other Stockholder will be required to
make the same representations, warranties or indemnifications (and, if necessary, to contribute



51









 




proceeds to an escrow account to secure any such indemnification claims) on a several and pro
rata basis (in proportion to the number of Shares being Transferred by each) with all other
participating Stockholders with respect to its Class A Shares, and to take on any other recourse or
liability, as applicable to the Tag-Along Seller in connection with such Tag-Along Sale Transaction
(a “Tag-Along Right”); provided, however, that no Other Stockholder will be
required to enter into non-competition or similar agreements or take on any other recourse,
indemnification obligations or liability, other than with respect to a proportionate holdback,
escrow or similar arrangement; provided, further that the proceeds of any Transfer
of Escrowed Shares by an eRx Stockholder shall remain subject to the Escrow Agreement in accordance
with the terms thereof.




          (b) If the Tag-Along Seller wishes to complete a Tag-Along Sale Transaction, the Tag-Along
Seller will send a notice to the Other Stockholders (a “Sale Notice”), which Sale Notice
shall describe in reasonable detail the proposed Tag-Along Sale Transaction, including the price
and material terms thereof. In determining the price for purposes of the foregoing sentence, there
shall be taken into account any other consideration to be received, directly or indirectly, from
the Transferee or its Affiliates, by the Tag-Along Seller or its Affiliates in connection with or
relating to the Tag-Along Sale Transaction. Each Other Stockholder receiving the Sale Notice will
have the right to exercise its Tag-Along Right by written notice (a “Tag-Along Notice”)
given by such Other Stockholder to the Tag-Along Seller which shall state the portion of such Other
Stockholder’s Class A Shares to be sold. An Other Stockholder must elect to exercise its Tag-Along
Right under this Section 6.3(b) by delivering a Tag-Along Notice to the Tag-Along Seller in writing
within ten Business Days of the receipt of a Sale Notice. Upon receipt of a Tag-Along Notice, each
such Other Stockholder shall be irrevocably obligated to Transfer a pro rata portion of its Class A
Shares (and the corresponding portion of its Class A Shares) for a purchase price equal to the
purchase price per Class A Share described in the Sale Notice, and upon the other terms and
conditions of such transaction (and otherwise take all reasonably necessary action to cause
consummation of the proposed transaction and becoming a party to the transfer agreement).



          (c) If any Other Stockholder elects not to exercise or fails to exercise its Tag-Along Right
within ten Business Days of receipt of the Sale Notice, the Tag-Along Seller may, within 90 days
after delivery of the Sale Notice to the Other Stockholders, consummate the Tag-Along Sale
Transaction on the terms and conditions described in the Sale Notice and without selling any
portion of the Class A Shares held by any Other Stockholder so electing not to or failing to
exercise its Tag-Along Right. If the terms and conditions of the Tag-Along Sale Transaction are
revised to be more favorable to the Tag-Along Seller than those described in the Sale Notice, the
proposed Tag-Along Sale Transaction to be conducted will be considered a separate Tag-Along Sale
Transaction and shall be subject to the Tag-Along Right and shall require compliance by the
Tag-Along Seller with the procedure described in this Section 6.3.



          (d) Notwithstanding the provisions of Section 6.3(b) and Section 6.3(c), in the event of a
Tag-Along Sale Transaction that is a sale in a broker’s transaction (as defined in subsection (f)
of Rule 144 under the Securities Act), the Tag-Along Seller shall not be required to specify the
proposed price in the Sale Notice. The



52









 




Tag-Along Seller shall instead be required to cooperate with the Other Stockholders in order to permit
any Other Stockholder delivering a Tag-Along Notice to sell a proportionate amount of its Class A
Shares, subject to the priorities set forth in Article IV with respect to the GA Stockholders and
HF Stockholders, for the same price per Class A Share and on the same other terms and conditions as
are applicable to the Tag-Along Seller in such broker’s transaction. No Tag-Along Seller shall
Transfer all or any portion of its Shares in a Tag-Along Transaction in accordance with Rule 144
under the Securities Act unless (i) if an HF Stockholder, Management Stockholder or eRx Stockholder
that holds units of EBS Master elects to exercise its Tag-Along Right, a Form S- 3 Shelf
Registration Statement permitting such HF Stockholder, Management Stockholder or eRx Stockholder to
participate in the Tag-Along Transaction shall then be effective and (ii) each Other Stockholder
(excluding an HF Stockholder, Management Stockholder or eRx Stockholder that holds units of EBS
Master) electing to exercise its Tag-Along Right is otherwise then also able to Transfer its Shares
in such Tag-Along Transaction without having to register such Shares pursuant to the Securities
Act.




          Section 6.4 Legend.



          (a) Each certificate representing a Share, if any, will be stamped or otherwise imprinted with
a legend in substantially the following form:




“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.




THE TRANSFER AND VOTING OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS
SPECIFIED IN THE STOCKHOLDERS’ AGREEMENT OF EMDEON INC. DATED AS OF AUGUST 5,
2009, AMONG THE STOCKHOLDERS LISTED THEREIN, AS IT MAY BE AMENDED,
SUPPLEMENTED AND/OR RESTATED FROM TIME TO TIME, AND NO TRANSFER OF THESE
SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN
FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN
REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF
THE ISSUER OF SUCH SECURITIES.”



          (b) If any Class A Shares shall be either (i) disposed of pursuant to a registration statement
that has been declared effective by the SEC or (ii) sold under circumstances in which all of the
applicable conditions of Rule 144 are met, the Company, upon the written request of the holder
thereof, shall issue to such holder a new certificate evidencing such Class A Shares without the
legend required by Section 6.4(a) endorsed thereon. If any Class A Shares cease to be subject to
any and all restrictions on



53









 




Transfer set forth in this Agreement, the Company, upon the written request of the holder
thereof, shall issue to such holder a new certificate evidencing such Class A Shares without the
second sentence of the legend required by Section 6.4(a) endorsed thereon.




          Section 6.5 Further Limits on Transfer or Issuance of Class B Shares. The parties each acknowledge and agree that no Class B Shares may be Transferred unless a corresponding number of units of EBS Master are Transferred therewith (including any issuances or
transfers of Class B Shares, held in treasury or otherwise, by the Company or any of its
Subsidiaries) and that the Company will not register any Transfer of Class B Shares that does not
satisfy this Section 6.5.



ARTICLE VII

GENERAL




          Section 7.1 Certificate of Incorporation. The Amended and Restated Certificate of Incorporation of the Company, a copy of which (as
in effect on the IPO Date) is attached hereto as Exhibit A, as may be amended, supplemented
and/or restated from time to time, shall provide (a) that the Company elects not to be governed by
Section 203 of the DGCL and (b) for a renunciation of corporate opportunities presented to the GA
Stockholders and the HF Stockholders (and their respective Affiliates and Director nominees) to the
extent permitted by Section 122(17) of the DGCL and substantially on the terms and conditions set
forth in Exhibit A. Nothing herein or in the Amended and Restated Certificate of
Incorporation of the Company shall entitle any class of Shares to a separate class vote (x) in
respect of any merger, consolidation, reorganization or similar event that constitutes a
Disposition Event (as defined in the Amended and Restated Certificate of Incorporation of the
Company as in effect on the IPO Date) in which holders of Class B Common Stock are required to
exchange Class B Common Stock and Units pursuant to Section 3.7(h) of the Amended EBS Master LLC
Agreement and receive consideration in such Disposition Event in accordance with the terms of the
Amended EBS Master LLC Agreement as in effect prior to such Disposition Event, or (y) in respect of
the issuance of any new class or series of preferred stock of the Company that does not by its
terms alter or change the express terms of any of the Class A Shares or Class B Shares.



          Section 7.2 Covenants with respect to EBS Master.



          (a) Except with the prior written consent of all of the GA Stockholders and the HF
Stockholders:




	 	(i)	 	the Company shall, and shall cause EBS
Master to, comply with all terms and provisions of the Amended EBS
Master LLC Agreement (including, for the avoidance of doubt, rights
and obligations with respect to (i) the issuance, redemption and
repurchase of Equity Securities, (ii) consideration payable and
ability to participate in a tender or exchange offer,
Reclassification Event, Pubco Offer or other Disposition Event (as
such terms are defined in the




54









 






	 	 	 	Amended EBS Master LLC Agreement), (iii) dividends and
distributions and (iv) Transfer of units of EBS Master); and






	 	(ii)	 	the Amended EBS Master LLC Agreement after
it first takes effect shall not be amended, supplemented and/or
modified and no provision thereof shall be waived.





          The Parties hereto acknowledge and agree that nothing in this Section 7.2(a) shall affect the
rights of the members of EBS Master under the Amended EBS Master LLC Agreement.



          (b) The Company shall cause EBS Master to make any and all distributions required by Section
5.1(c) of the Amended EBS Master LLC Agreement prior to commencement of any dissolution, winding up
or liquidation of EBS Master pursuant to Section 10.1 of the Amended EBS Master LLC Agreement.



          Section 7.3 Amendments; Waivers. The terms and provisions of this Agreement may be waived, modified or amended only with the
written approval of (a) the Company, (b) GA Stockholders holding Shares with a majority of the
Voting Power of all Shares then held by the GA Stockholders and (c) HF Stockholders holding Shares
with a majority of the Voting Power of all Shares then held by the HF Stockholders;
provided, however, that the written approval of (x) the Management Stockholders
holding Shares with a majority of the portion of the Voting Power represented by all Shares then
held by the Management Stockholders shall be required for any amendment or modification to Article
V, Article VI or to this Section 7.3, in each case solely insofar as such amendment or modification
(individually or when aggregated with all such amendments and modifications) materially and
adversely alters the rights, remedies or obligations of the Management Stockholders relative to the
rights, remedies and obligations of the Institutional Stockholders and (y) eRx Stockholders holding
Shares with a majority of the portion of the Voting Power represented by all Shares then held by
the eRx Stockholders shall be required for any amendment or modification to Article V, Article VI
or to this Section 7.3, in each case solely insofar as such amendment or modification (individually
or when aggregated with all such amendments and modifications) materially and adversely alters the
rights, remedies or obligations of any eRx Stockholders relative to the rights, remedies and
obligations of the Institutional Stockholders. Notwithstanding the foregoing, (i) the Company,
(ii) GA Stockholders holding Shares with a majority of the Voting Power of all Shares then held by
the GA Stockholders and (iii) HF Stockholders holding Shares with a majority of the Voting Power of
all Shares then held by the HF Stockholders, may amend this Agreement pursuant to Section 2.3 of
the Reorganization Agreement (as defined in the Amended EBS Master LLC Agreement) without the
consent of any other Person. No waiver of any provision or default under, nor consent to any
exception to, the terms of this Agreement or any agreement contemplated hereby shall be effective
unless in writing and signed by the party to be bound and then only to the specific purpose, extent
and instance so provided.



55









 





          Section 7.4 Termination.



          (a) The provisions of this Agreement shall terminate as follows:




	 	(i)	 	the provisions of Article II, clause (a) of
Section 7.1 and Section 7.2(a)(ii) shall terminate at such time as
(x) the GA Stockholders collectively own less than 5% of the Voting
Power and (y) the HF Stockholders collectively own less than
5% of the Voting Power;
	 
	 	(ii)	 	the provisions of Article IV and Article VI
shall terminate at such time as either: (A) the GA Stockholders
collectively own less than 25% of the Voting Power and the HF
Stockholders collectively own less than 25% of the Voting Power or
(B) the two-year anniversary of the IPO Date has passed;
	 
	 	(iii)	 	the provisions of Article V shall
terminate with respect to any Institutional Stockholder, Management
Stockholder or eRx Stockholder, as the case may be, at such time as
such Institutional Stockholder, Management Stockholder or eRx
Stockholder ceases to own any Shares; provided,
however, that Section 5.9 shall survive such termination to
the extent applicable to such Institutional Stockholder, Management
Stockholder or eRx Stockholder with respect to any offering of
Registrable Securities completed on or before the date such
Institutional Stockholder, Management Stockholder or eRx Stockholder
ceased to own any Shares; and
	 
	 	(iv)	 	the provisions of clause (b) of Section 7.1
shall terminate at such time as the Board no longer includes any
nominees of the GA Stockholders and the HF Stockholders.





          (b) Termination of any provisions of this Agreement shall not relieve any party from any
Liability for the breach of any obligations set forth in this Agreement prior to such termination.
Notwithstanding anything contained herein to the contrary, the provisions of Section 7.3 through
Section 7.20 shall survive any termination of any provisions of this Agreement.



          Section 7.5 Further Assurances. Each party agrees that it will from time to time, upon the reasonable request of another
party, execute such documents and instruments and take such further action as may be required to
accomplish the purposes of this Agreement.



56









 





          Section 7.6 Binding Effect; Assignment.



          (a) Subject to Section 7.6(b), all of the terms and provisions of this Agreement shall be
binding upon the parties and their respective heirs, successors and permitted assigns.



          (b) Neither this Agreement nor any right, remedy or Liability arising hereunder or by reason
hereof shall be assignable by any party pursuant to any Transfer of Shares or otherwise, except (i)
assignments by Institutional Stockholders, Management Stockholders and eRx Stockholders in
connection with Transfers to Permitted Transferees in accordance with Section 6.1 and (ii) as
provided in Section 5.1(c).



          (c) The Management Stockholders and eRx Stockholders are parties solely for the purposes of
Article I, Article V, Section 6.1, Section 6.2, Section 6.3, Section 6.4, Section 6.5 and Article
VII and shall not have any rights, remedies or obligations under any other provisions of this
Agreement.



          (d) For any Person other than the Company whose name is set forth on the signature pages
hereto, in the event that such Person executes and delivers this Agreement prior to such Person
owning any shares of capital stock of the Company or acquiring Class A Shares or Class B Shares
pursuant to the “Reorganization Transactions” contemplated by the Reorganization Agreement, the
applicable provisions of this Agreement shall become binding upon such Person when such Person
first acquires shares of capital stock of the Company.



          Section 7.7 Entire Agreement. This Agreement, together with all Exhibits and Schedules hereto and thereto and all other
agreements referenced therein and herein, constitute the entire agreement between the parties
hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral or written, of the parties
and there are no warranties, representations or other agreements between the parties in connection
with the subject matter hereof except as specifically set forth herein and therein.



          Section 7.8 Rights of Stockholders Independent. The rights available to the Institutional Stockholders and Management Stockholders under
this Agreement and at law shall be deemed to be several and not dependent on each other and each
such right accordingly shall be construed as complete in itself and not by reference to any other
such right. Any one or more and/or any combination of such rights may be exercised by an
Institutional Stockholder, Management Stockholder and/or the Company from time to time and no such
exercise shall exhaust the rights or preclude another Institutional Stockholder or Management
Stockholder from exercising any one or more of such rights or combination thereof from time to time
thereafter or simultaneously.



          Section 7.9 Confidentiality. Subject to the final sentence of this Section 7.9, each Institutional Stockholder
recognizes and acknowledges that it has and may in the future receive certain confidential and
proprietary information and trade



57









 




secrets of the Company or any of its Subsidiaries, including confidential information of the
Company or any of its Subsidiaries regarding identifiable, specific and discrete business
opportunities being pursued by the Company or any of its Subsidiaries (the “Confidential
Information”). Each Institutional Stockholder (on behalf of itself and, to the extent that
such Institutional Stockholder would be responsible for the acts of the following persons under
principles of agency law, its directors, officers, shareholders, partners, employees, agents and
members) agrees that it will not, during or after the term of this Agreement, whether directly or
indirectly through an Affiliate or otherwise, take commercial or proprietary advantage of or profit
from any Confidential Information or disclose Confidential Information to any Person for any reason
or purpose whatsoever, except (a) to authorized directors, officers, representatives, agents and
employees of the Company or any of its Subsidiaries and as otherwise may be proper in the course of
performing such Institutional Stockholder’s obligations, or enforcing such Institutional
Stockholder’s rights, under this Agreement and the agreements expressly contemplated hereby; (b) as
part of such Institutional Stockholder’s normal reporting, rating or review procedure (including
normal credit rating or pricing process), or in connection with such Institutional Stockholder’s or
such Institutional Stockholder’s Affiliates’ normal fund raising, marketing, informational or
reporting activities, or to such Institutional Stockholder’s (or any of its Affiliates’)
Affiliates, auditors, attorneys or other agents; provided that no disclosure of
Confidential Information shall be made pursuant to this clause (b) unless the recipient enters into
an agreement not to disclose such Confidential Information or is otherwise required to keep such
Confidential Information confidential; (c) to any bona fide prospective purchaser of the equity or
assets of such Institutional Stockholder or its Affiliates or the Shares held by such Institutional
Stockholder, or prospective merger partner of such Institutional Stockholder or its Affiliates,
provided that such purchaser or merger partner acknowledges and agrees to be bound by the
provisions of this Section 7.9 or (d) as is required to be disclosed by order of a Governmental
Entity, or by subpoena, summons or legal process, or by Law (provided that, to the extent
permitted by Law, the Institutional Stockholder required to make such disclosure shall provide to
the Board prompt notice of such disclosure). For purposes of this Section 7.9, “Confidential
Information” shall not include any information of which (x) such Person learns from a source
other than the Company or any of its Subsidiaries, or any of their representatives, employees,
agents or other service providers, and in each case who is not known by such Person to be bound by
a confidentiality obligation, or (y) is disclosed in a prospectus or other documents for
dissemination to the public. The provisions of this Section 7.9 shall continue in effect against
each Institutional Stockholder so long such as such Institutional Stockholder continues to be an
Institutional Stockholder and for a period of five years thereafter.




          Section 7.10 Governing Law. This Agreement, the legal relations between the parties and any claim, action, suit,
arbitration, inquiry, proceeding or investigation by or before any Governmental Entity, whether
contractual or non-contractual, instituted by any party with respect to matters arising under or
growing out of or in connection with or in respect of this Agreement shall be governed by and
construed in accordance with the Laws of the State of Delaware applicable to contracts made and
performed in such State and without regard to conflicts of law doctrines, except



58









 




to the extent that certain matters are preempted by federal law or are governed as a matter of
controlling law by the law of the jurisdiction of organization of the respective parties.




          Section 7.11 Jurisdiction and Venue. The parties hereto hereby agree and consent to be subject to the jurisdiction of any
federal court of the District of Delaware or the Delaware Court of Chancery over any action, suit
or proceeding (a “Legal Action”) arising out of or in connection with this Agreement. The
parties hereto irrevocably waive the defense of an inconvenient forum to the maintenance of any
such Legal Action. Each of the parties hereto further irrevocably consents to the service of
process out of any of the aforementioned courts in any such Legal Action by the mailing of copies
thereof by registered mail, postage prepaid, to such party at its address set forth in this
Agreement, such service of process to be effective upon acknowledgment of receipt of such
registered mail. Nothing in this Section 7.11 shall affect the right of any party hereto to serve
legal process in any other manner permitted by Law.



          Section 7.12 Specific Enforcement. The parties hereto acknowledge that the remedies at law of the other parties for a breach
or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any
party to this Agreement, without posting any bond, and in addition to all other remedies that may
be available, shall be entitled to obtain equitable relief in the form of specific performance, a
temporary restraining order, a temporary or permanent injunction or any other equitable remedy that
may then be available.



          Section 7.13 Headings. The descriptive headings of the Articles, Sections and subsections of this Agreement are
for convenience only and do not constitute a part of this Agreement.



          Section 7.14 Counterparts. This Agreement and any amendment hereto or any other agreement (or document) delivered pursuant hereto may be executed in one or more counterparts and by different parties in separate
counterparts. All of such counterparts shall constitute one and the same agreement (or other
document) and shall become effective (unless otherwise provided therein) when one or more
counterparts have been signed by each party and delivered to the other party.



          Section 7.15 Notices. Any notice or other communication hereunder must be given in writing and (a) delivered in
person, (b) transmitted by facsimile or telecommunications mechanism, provided, that any
notice so given is also mailed as provided in clause (c), or (c) mailed by certified or registered
mail, postage prepaid, receipt requested as follows:



59









 




If to the HF Stockholders, addressed to it at:



c/o Hellman & Friedman LLC

One Maritime Plaza

12th Floor

San Francisco, CA 94111

Telephone: (415) 788-5111

Facsimile: (415) 788-0176

Attention: General Counsel



With a copy (which shall not constitute notice) to:



Simpson Thacher & Bartlett LLP

2550 Hanover Street

Palo Alto, CA 94304

Telephone: (650) 251- 5000

Facsimile: (650) 251-5002

Attention: Richard Capelouto, Esq.



If to the GA Stockholders, addressed to it at:



c/o General Atlantic Service Company, LLC

3 Pickwick Plaza

Greenwich, CT 06830

Telephone: (203) 629-8600

Facsimile: (203) 618-9207

Attention: Christopher G. Lanning, Esq.



With a copy (which shall not constitute notice) to:



Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Telephone: (212) 373-3000

Facsimile: (212) 757-3990

Attention: Matthew W. Abbott, Esq.



If to the Company, addressed to:



3055 Lebanon Pike, Suite 1000

Nashville, TN 37214

Telephone: (615) 932-3000

Facsimile: (615) 340-6153

Attention: General Counsel



with copies (which shall not constitute notice) to the HF Stockholders and the GA
Stockholders;




60








 









If to a Management Stockholder or an eRx Stockholder, to the address or facsimile
number set forth on the signature pages hereto with respect to such Management
Stockholder or such eRx Stockholder, as applicable;


or to such other address or to such other person as either party shall have last designated by such
notice to the other party. Each such notice or other communication shall be effective (i) if given
by telecommunication, when transmitted to the applicable number so specified in (or pursuant to)
this Section 7.15 and an appropriate answerback is received or, if transmitted after 4:00 p.m.
local time on a Business Day in the jurisdiction to which such notice is sent or at any time on a
day that is not a Business Day in the jurisdiction to which such notice is sent, then on the
immediately following Business Day, (ii) if given by mail, on the first Business Day in the
jurisdiction to which such notice is sent following the date three days after such communication is
deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given
by any other means, on the Business Day when actually received at such address or, if not received
on a Business Day, on the Business Day immediately following such actual receipt.




          Section 7.16 Representation By Counsel; Interpretation. The parties acknowledge that each party to this Agreement has been represented by counsel
in connection with this Agreement and the transactions contemplated by this Agreement.
Accordingly, any rule of law, or any legal decision that would require interpretation of any
claimed ambiguities in this Agreement against the party that drafted it has no application and is
expressly waived.



          Section 7.17 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by
any Governmental Entity, the remaining provisions of this Agreement, to the extent permitted by Law
shall remain in full force and effect; provided, that the essential terms and conditions of
this Agreement for all parties remain valid, binding and enforceable.



          Section 7.18 Expenses. The Company will reimburse each of the GA Stockholders and the HF Stockholders for all
reasonable out-of-pocket fees and expenses incurred by each in connection with the transactions
contemplated by this Agreement.



          Section 7.19 Indemnification. The Company will indemnify, exonerate and hold the Institutional Stockholders and each of
their respective partners, stockholders, members, directors, officers, fiduciaries, managers,
controlling Persons, employees and agents of each of the partners, stockholders, members,
directors, officers fiduciaries, managers, controlling Persons, employees and agents of each of the
foregoing (collectively, the “Indemnified Parties”) free and harmless from and against any
and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and other
out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses)
incurred by the Indemnified Parties or any of them before or after the date of this Agreement
(collectively, the “Indemnified Liabilities”), arising out of any actual or threatened
action, cause of action, suit, or claim arising directly or indirectly out of such Institutional
Stockholder’s or its other Indemnified Party’s actual, alleged or deemed control or ability to
influence the Company or any of its Subsidiaries or the actual or



61









 




alleged act or omission of such Institutional Stockholder’s Director nominee(s) including for
any alleged act or omission arising out of or in connection with the IPO (other than any such
Indemnified Liabilities that arise out of any breach of this Agreement by such Indemnified party or
other related Persons); provided that if and to the extent that the foregoing undertaking
may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law. The rights of any Indemnified Party to indemnification hereunder
will be in addition to any other rights any such Person may have under any other agreement or
instruction to which such Indemnified Party is or becomes a party or is or otherwise becomes a
beneficiary or under law or regulation or under the certificate of incorporation or bylaws of the
Company or any of its Subsidiaries and shall extend to such Indemnified Party’s successors and
assigns. Each of the Indemnified Parties shall be a third party beneficiary of the rights
conferred to such Indemnified Party in this Section 7.19.




          Section 7.20 No Third Party Beneficiaries. Except as expressly provided in Section 3.1, Section 5.9 and Section 7.19, nothing in this
Agreement, express or implied, is intended to confer upon any party, other than the parties hereto
and their respective successors and permitted assigns, any rights or remedies under this Agreement
or otherwise create any third party beneficiary hereto.



[Signatures on Next Page]




62









 





          IN WITNESS WHEREOF, each of the parties hereto has caused this Stockholders’ Agreement to be
executed by its duly authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	COMPANY:



EMDEON INC.

 	 
	 	By:  	/s/ Gregory T. Stevens
 	 
	 	 	Name:  	Gregory T. Stevens 	 
	 	 	Title:  	Executive Vice President, 
General
Counsel and Secretary. 	 
	 



[Signature Page to the Stockholders’ Agreement]





 









 








	 	 	 	 	 
	 	INSTITUTIONAL STOCKHOLDERS:



HELLMAN & FRIEDMAN CAPITAL ASSOCIATES VI, L.P.

 	 
	 	By:  	Hellman & Friedman Investors VI, L.P.,
 	 
	 	 	its General Partner
 	 
	 	By:  	                       Hellman & Friedman LLC,
 	 
	 	 	its General Partner 	 
	 	 	 
	 	By:  	                       /s/ Allen Thorpe
 	 
	 	 	Name:  	Allen Thorpe 	 
	 	 	Title:  	Managing Director 	 
	 	 	 	 	 
	 	HELLMAN & FRIEDMAN CAPITAL EXECUTIVES VI, L.P.

 	 
	 	By:  	Hellman & Friedman Investors VI, L.P.,
 	 
	 	 	its General Partner 	 
	 	 	 
	 	By:  	                       Hellman & Friedman LLC,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	By:  	                       /s/ Allen Thorpe
 	 
	 	 	Name:  	Allen Thorpe 	 
	 	 	Title:  	Managing Director 	 
	 	 	 	 	 
	 	HFCP VI DOMESTIC AIV, L.P.

 	 
	 	By:  	Hellman & Friedman Investors VI, L.P.,
 	 
	 	 	its General Partner 	 
	 	 	 	 	 
	 	By:  	                       Hellman & Friedman LLC,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	By:  	                       /s/ Allen Thorpe
 	 
	 	 	Name:  	Allen Thorpe 	 
	 	 	Title:  	Managing Director 	 



[Signature Page to the Stockholders’ Agreement]





 









 








	 	 	 	 	 
	 	H&F HARRINGTON AIV II, L.P.

 	 
	 	By:  	Hellman & Friedman Investors VI, L.P.,
 	 
	 	 	its General Partner 	 
	 	 	 
	 	By:  	                       Hellman & Friedman LLC,
 	 
	 	 	its General Partner 	 
	 	 	 
	 	By:  	                       /s/ Allen Thorpe
 	 
	 	 	Name:  	Allen Thorpe 	 
	 	 	Title:  	Managing Director 	 
	 
	 	HELLMAN & FRIEDMAN INVESTORS VI, L.P.

 	 
	 	By:  	Hellman & Friedman LLC,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	By:  	                       /s/ Allen Thorpe
 	 
	 	 	Name:  	Allen Thorpe 	 
	 	 	Title:  	Managing Director 	 



[Signature Page to the Stockholders’ Agreement]




 









 








	 	 	 	 	 
	 	 GENERAL ATLANTIC PARTNERS 83, L.P.

 	 
	 	 	 
	 	By:  	                    General Atlantic GenPar, L.P.,
 	 
	 	 	its General Partner 	 
	 	 	 
	 	By:  	                    General Atlantic LLC,
 	 
	 	 	its General Partner 	 
	 	 	 	 	 
	 	By:  	                    /s/ Thomas J. Murphy
 	 
	 	 	Name:  	Thomas J. Murphy 	 
	 	 	Title:  	Managing Director
 	 
	 	GENERAL ATLANTIC PARTNERS 84, L.P.

 	 
	 	By:  	General Atlantic GenPar, L.P.,
 	 
	 	 	its General Partner 	 
	 	 	 
	 	By:  	                    General Atlantic LLC,
 	 
	 	 	its General Partner 	 
	 	 	 
	 	By:  	                    /s/ Thomas J. Murphy
 	 
	 	 	Name:  	Thomas J. Murphy 	 
	 	 	Title:  	Managing Director 	 
	 	 	 	 	 
	 	GAP Coinvestments CDA, L.P.

 	 
	 	By:  	General Atlantic LLC,
 	 
	 	 	its General Partner 	 
	 	 	 
	 	By:  	                   /s/ Thomas J. Murphy
 	 
	 	 	Name:  	Thomas J. Murphy 	 
	 	 	Title:  	Managing Director 	 



[Signature Page to the Stockholders’ Agreement]




 









 








	 	 	 	 	 
	 	GAP-W, LLC

 	 
	 	By:  	General Atlantic GenPar, L.P.,
 	 
	 	 	its Manager 	 
	 	 	 	 	 
	 	By:  	                   General Atlantic LLC,
 	 
	 	 	its General Partner 	 
	 	 	 
	 	By:  	                   /s/ Thomas J. Murphy
 	 
	 	 	Name:  	Thomas J. Murphy 	 
	 	 	Title:  	Managing Director 	 
	 	 	 	 	 
	 	GAPSTAR, LLC

 	 
	 	By:  	/s/ Thomas J. Murphy
 	 
	 	 	Name:  	Thomas J. Murphy 	 
	 	 	Title:  	Vice President and CFP 	 
	 	 	 	 	 
	 	GAP Coinvestments III, LLC

 	 
	 	By:  	/s/ Thomas J. Murphy
 	 
	 	 	Name:  	Thomas J. Murphy 	 
	 	 	Title:  	Managing Member 	 
	 	 	 	 	 
	 	GAP Coinvestments IV, LLC

 	 
	 	By:  	/s/ Thomas J. Murphy
 	 
	 	 	Name:  	Thomas J. Murphy 	 
	 	 	Title:  	Managing Member 	 
	 
	 	GAPCO GmbH & Co. KG

 	 
	 	By:  	GAPCO Management GMBH,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	By:  	                    /s/ Thomas J. Murphy
 	 
	 	 	Name:  	Thomas J. Murphy 	 
	 	 	Title:  	Procuration Officer 	 



[Signature Page to the Stockholders’ Agreement]





 











 





	 	 	 	 	 
	 	MANAGEMENT STOCKHOLDERS:

 	 
	 	By:  	/s/ Tracy L. Bahl
 	 
	 	 	Name:  	Tracy L. Bahl 	 
	 	 	Address:

Facsimile: 	 
	 
	 	 	 
	 	By:  	                     /s/ Edward Caldwell
 	 
	 	 	Name:  	Edward Caldwell 	 
	 	 	Address:

Facsimile: 	 
	 
	 	 	 
	 	By:  	                     /s/ Patrick Coughlin
 	 
	 	 	Name:  	Patrick Coughlin 	 
	 	 	Address:

Facsimile: 	 
	 
	 	 	 
	 	By:  	                     /s/ Damien Creavin
 	 
	 	 	Name:  	Damien Creavin 	 
	 	 	Address:

Facsimile: 	 
	 
	 	 	 
	 	By:  	                     /s/ Dinyar S. Devitre
 	 
	 	 	Name:  	Dinyar S. Devitre 	 
	 	 	Address:

Facsimile: 	 
	 
	 	 	 
	 	By:  	                     /s/ J. Philip Hardin
 	 
	 	 	Name:  	J. Philip Hardin 	 
	 	 	Address:

Facsimile: 	 
	 
	 	 	 
	 	By:  	                     /s/ Jim D. Kever
 	 
	 	 	Name:  	Jim D. Kever 	 
	 	 	Address:

Facsimile: 	 
	 



[Signature Page to the Stockholders’ Agreement]





 









 








	 	 	 	 	 
	 	 	 
	 	By:  	                     /s/ Sajid A. Khan
 	 
	 	 	Name:  	Sajid A. Khan 	 
	 	 	Address:

Facsimile: 	 
	 
	 	 	 
	 	By:  	                     /s/ George I. Lazenby, IV
 	 
	 	 	Name:  	George I. Lazenby, IV 	 
	 	 	Address:

Facsimile: 	 
	 
	 	 	 
	 	By:  	                     /s/ Frank J. Manzella
 	 
	 	 	Name:  	Frank J. Manzella 	 
	 	 	Address:

Facsimile: 	 
	 
	 	 	 
	 	By:  	                     /s/ Bob A. Newport Jr.
 	 
	 	 	Name:  	Bob A. Newport Jr. 	 
	 	 	Address:

Facsimile: 	 
	 
	 	 	 
	 	By:  	                     /s/ Philip M. Pead
 	 
	 	 	Name:  	Philip M. Pead 	 
	 	 	Address:

Facsimile: 	 
	 
	 	 	 
	 	By:  	                     /s/ Ben Scully
 	 
	 	 	Name:  	Ben Scully 	 
	 	 	Address:

Facsimile: 	 
	 
	 	 	 
	 	By:  	                     /s/ Ryan L. Smith
 	 
	 	 	Name:  	Ryan L. Smith 	 
	 	 	Address:

Facsimile: 	 
	 
	 	 	 
	 	By:  	                     /s/ Gregory Stevens
 	 
	 	 	Name:  	Gregory Stevens 	 
	 	 	Address:

Facsimile: 	 
	 



[Signature Page to the Stockholders’ Agreement]




 









 








	 	 	 	 	 
	 	 	 
	 	By:  	                     /s/ Gary D. Stuart
 	 
	 	 	Name:  	Gary D. Stuart 	 
	 	 	Address:

Facsimile: 	 
	 



[Signature Page to the Stockholders’ Agreement]




 









 








	 	 	 	 	 
	 	ERX STOCKHOLDERS

 	 
	 	/s/ James Fehring
 	 
	 	Name:  	James Fehring 	 
	 	Address:

Facsimile: 	 
	 
	 	 	 
	 	                                                         /s/ Barry Guld
 	 
	 	Name:  	Barry Guld 	 
	 	Address:

Facsimile: 	 
	 
	 	 	 
	 	                                                         /s/ Michael Ingram
 	 
	 	Name:  	Michael Ingram 	 
	 	Address:

Facsimile: 	 
	 



	 	 	 	 	 
	 	 	 
	 	LYLE HOLDINGS, LP

 	 
	 	By: 	/s/ Mark Lyle
 	 
	 	 	Name:  	Mark Lyle 	 
	 	 	Title:  	President and Member 	 
	 	 	Address:  	 
	 	 	Facsimile:  	 
	 



	 	 	 	 	 
	 	 	 
	 	 	 
	 	                                                         /s/ Kevin Mahoney
 	 
	 	Name:  	Kevin Mahoney 	 
	 	Address:

Facsimile: 	 
	 



[Signature Page to the Stockholders’ Agreement]




 









 








	 	 	 	 	 
	 	NATIONAL HEALTH SYSTEMS, INC.

 	 
	 	By:  	/s/ Michael Ingram
 	 
	 	 	Name:  	Michael Ingram 	 
	 	 	Title:  	EVP & CFO 	 
	 	 	Address: 	 
	 	 	Facsimile: 	 
	 


	 	 	 	 	 
	 	 	 
	 	NOW TECHNOLOGY, INC.

 	 
	 	By:  	/s/ Marty Monroe
 	 
	 	 	Name:  	Marty Monroe 	 
	 	 	Title:  	Vice President 	 
	 	 	Address: 	 
	 	 	Facsimile: 	 
	 



	 	 	 	 	 
	 	 	 
	 	/s/ Richard Sage
 	 
	 	Name:  	Richard Sage 	 
	 	Address:

Facsimile: 	 
	 



[Signature Page to the Stockholders’ Agreement]





 









 








EXHIBIT A




AMENDED & RESTATED CERTIFICATE OF INCORPORATION OF THE
COMPANY




(see attached)




 









 





EXHIBIT B




BY-LAWS OF THE COMPANY




(see attached)




 









 





EXHIBIT C




FORM OF JOINDER TO STOCKHOLDERS’ AGREEMENT



This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by
the undersigned (the “Joining Party”) in accordance with the Stockholders’ Agreement, dated
as of August 5, 2009 (the “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
Atlantic Partners 83, L.P., General Atlantic Partners 84, L.P., GAP-W, LLC, GapStar, LLC, GAPCO
GmbH & Co. KG, GAP Coinvestments CDA, L.P., GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC,
the Management Stockholders named therein and the eRx Stockholders named therein, as the same may
be amended, supplemented and/or restated from time to time. Capitalized terms used herein and not
otherwise defined shall have the respective meanings ascribed to such terms in the Stockholders’
Agreement.



The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder
Agreement, the Joining Party shall be deemed to be a party to the Stockholders’ Agreement as of the
date hereof and shall have those rights of [Insert if Transferee is a GA Permitted Transferee—a
“GA Stockholder” and] [Insert if Transferee is an HF Permitted Transferee—an “HF Stockholder” and]
[Insert if Transferee is a GA Permitted Transferee or an HF Permitted Transferee—an “Institutional
Stockholder”] [Insert if Transferee is a Management Permitted Transferee—a “Management
Stockholder”] [Insert if Transferee is an eRx Permitted Transferee—an “eRx Stockholder”] that are
stated in the Stockholders’ Agreement as being applicable to such Joining Party. The Joining Party
hereby (i) ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions
and conditions contained in the Stockholders’ Agreement, and (ii) assumes all of the Transferor’s
existing and future Liabilities arising under or relating to the Stockholders’ Agreement.



This Joinder Agreement is for the benefit of the parties to the Stockholders’ Agreement. The
Joining Party hereby agrees, upon executing this Joinder Agreement, to deliver a copy of the
executed Joinder Agreement to each party to the Stockholders’ Agreement in accordance with Section
7.15 thereto.



IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written
below.




	 	 	 	 	 
	Date: _______________
 	 	 
	 	[NAME OF JOINING PARTY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address for notices:  	 



 









 






	 	 	 	 	 



EXHIBIT D




SPECIFIED VALUE AND TARGET





     “Specified Value” means the initial public offering price per share of the Class A
Shares in the IPO.



     “Target” means a price per share of Class A Shares as agreed to by the GA
Stockholders and the HF Stockholders and set forth in a written notice delivered to the Company
prior to pricing the IPO.