exv10w1






Exhibit 10.1




Execution Copy




REORGANIZATION AGREEMENT




Dated as of August 4, 2009




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I DEFINITIONS	 	 	2	 
	1.1
	 	Certain Defined Terms
	 	 	2	 
	1.2
	 	Other Definitional Provisions
	 	 	5	 
	 	 	 
	 	 	 	 
	ARTICLE II THE REORGANIZATION	 	 	5	 
	2.1
	 	Transactions
	 	 	5	 
	2.2
	 	Consent to Reorganization Transactions
	 	 	10	 
	2.3
	 	No Liabilities in Event of Termination; Certain Covenants
	 	 	10	 
	 	 	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES	 	 	11	 
	3.1
	 	Representations and Warranties
	 	 	11	 
	3.2
	 	Additional Representations by the GA EBS II Equityholders and the ERX Members
	 	 	12	 
	3.3
	 	Additional Representations by Harrington AIV and the H&F Subscribing Parties
	 	 	13	 
	3.4
	 	Additional Representations by the Company
	 	 	14	 
	 	 	 
	 	 	 	 
	ARTICLE IV MISCELLANEOUS	 	 	15	 
	4.1
	 	Amendments and Waivers
	 	 	15	 
	4.2
	 	Successors, Assigns and Transferees
	 	 	15	 
	4.3
	 	Notices
	 	 	15	 
	4.4
	 	Further Assurances
	 	 	17	 
	4.5
	 	Entire Agreement
	 	 	17	 
	4.6
	 	Governing Law; Jurisdiction; Waiver of Jury Trial
	 	 	17	 
	4.7
	 	Severability
	 	 	18	 
	4.8
	 	Enforcement
	 	 	18	 
	4.9
	 	Titles and Subtitles
	 	 	18	 
	4.10
	 	Counterparts; Facsimile Signatures
	 	 	18	 
	4.11
	 	Expenses
	 	 	18	 






	 	 	 
	Schedules:
	 	 

	 
	Schedule I
	 	Management Members

	Schedule II
	 	Reorganization Documents

	Schedule III
	 	H&F Subscribing Parties

	Schedule IV
	 	ERX Members

	Schedule V
	 	Pre-Reorganization Company Stockholders







(i)









 








	 	 	 
	Exhibits:
	 	 

	 
	Exhibit A
	 	Amended and Restated Certificate of Incorporation

	Exhibit B
	 	Amended and Restated Bylaws of the Company

	Exhibit C
	 	EBS Acquisition Merger Agreement

	Exhibit D
	 	Harrington Merger Agreement

	Exhibit E
	 	Amendment No. 1 to Fifth Amended and Restated EBS LLC Agreement

	Exhibit F
	 	Stockholders Agreement

	Exhibit G
	 	Investors Tax Receivable Agreement (Reorganizations)

	Exhibit H
	 	Investors Tax Receivable Agreement (Exchanges)

	Exhibit I
	 	Management Tax Receivable Agreement

	Exhibit J
	 	Amendment No. 2 to the Fifth Amended and Restated EBS LLC Agreement

	Exhibit K
	 	Common Stock Subscription and EBS Unit Vesting Agreement

	Exhibit L
	 	Sixth Amended and Restated LLC Agreement of EBS Master

	Exhibit M
	 	Unit Purchase Agreement








(ii)









 








REORGANIZATION AGREEMENT




          REORGANIZATION AGREEMENT, dated as of August 4, 2009, by and among Emdeon Inc., a Delaware
corporation (the “Company”), EBS Acquisition II, LLC, a Delaware limited liability company
(“EBS Acquisition II”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited
partnership (“H&F Capital Associates”), Hellman & Friedman Capital Executives VI, L.P., a
Delaware limited partnership (“H&F Capital Executives”), HFCP VI Domestic AIV, L.P., a
Delaware limited partnership (“HFCP Domestic”), H&F Harrington AIV I, L.P., a Delaware
limited partnership (“Harrington LP”), Hellman & Friedman Investors VI, L.P., a Delaware
limited partnership (“H&F GP”), H&F Harrington Inc., a Delaware corporation
(“Harrington Inc.”), H&F Harrington AIV II, L.P., a Delaware limited partnership
(“Harrington AIV”), the ERX Members of EBS Master LLC set forth on Schedule IV hereto (the
“ERX Members”), EBS Holdco I, LLC, a Delaware limited liability company (“Sub 1”),
EBS Holdco II, LLC, a Delaware limited liability company (“Sub 2”), EBS Executive Incentive
Plan LLC, a Delaware limited liability company (the “Plan Member”), and EBS Master LLC, a
Delaware limited liability company (“EBS Master”).




RECITALS




          WHEREAS, the Board of Directors of the Company (the “Board”) has determined to effect
an underwritten initial public offering (the “IPO”) of the Company’s Class A Common Stock,
par value $0.00001 per share;




          WHEREAS, the Company, the Pre-Reorganization HF Members (as defined below), the ERX Members
and EBS Acquisition II collectively own 100% of the outstanding equity interests in EBS Master
(without giving effect to the Grant Units (as defined below) held by the Plan Member);




          WHEREAS, the Board, the Pre-Reorganization HF Members, the ERX Members and EBS Acquisition II
have each determined that it is advisable and in the best interests of EBS Master and its
equityholders to effect the Reorganization Transactions (as defined below) and the IPO; and




          WHEREAS, in connection with the consummation of the Reorganization Transactions and the IPO,
the applicable parties hereto intend to enter into the Reorganization Documents (as defined below).




          NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises
hereinafter set forth, the parties hereto hereby agree as follows:




 









 








ARTICLE I




DEFINITIONS




          1.1 Certain Defined Terms. As used herein, the following terms shall have the following meanings:




          “Additional IPO Closing” means any additional closing of the sale of Class A Common
Stock in the IPO pursuant to the exercise of the underwriters’ over-allotment option, which closing
may occur on the same date and time as the IPO Closing.




          “Amended and Restated Certificate of Incorporation” has the meaning set forth in
Section 2.1(a)(i).




          “Board” has the meaning set forth in the recitals of this Agreement.




          “Class A Common Stock” shall mean Class A Common Stock, par value $0.00001 per share,
of the Company, having the rights set forth in the Amended and Restated Certificate of
Incorporation.




          “Class B Common Stock” shall mean Class B Common Stock, par value $0.00001 per share,
of the Company, having the rights set forth in the Amended and Restated Certificate of
Incorporation.




          “Common Stock” means, collectively, the Class A Common Stock and Class B Common Stock.




          “Company” has the meaning set forth in the preamble of this Agreement.




          “EBS Acquisition II” has the meaning set forth in the preamble to this Agreement.




          “EBS Acquisition Merger Agreement” has the meaning set forth in Section 2.1(a)(iv).




          “EBS Executive Equity Incentive Plan” means the Amended and Restated EBS Executive
Equity Incentive Plan of EBS Master.




          “EBS Incentive Plan” means the Amended and Restated EBS Incentive Plan of EBS Master.




          “EBS Master” has the meaning set forth in the preamble to this Agreement.




          “EBS Master Management Incentive Plans” means the EBS Executive Equity Incentive Plan
and the EBS Incentive Plan.




          “EBS Units” has the meaning set forth in Section 2.1(a)(vii).




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          “ERX Class B Shares” has the meaning set forth in Section 2.1(a)(ix).




          “ERX Members” has the meaning set forth in the preamble to this Agreement.




          “GA EBS II Equityholders” means, collectively, General Atlantic Partners 84, L.P., a
Delaware limited partnership, GAP-W, LLC, GapStar, LLC, GAPCO GmbH & Co. KG, GAP Coinvestments CDA,
L.P., GAP Coinvestments III, LLC, and GAP Coinvestments IV, LLC.




          “GA Parties” means, collectively, the GA EBS II Equityholders and General Atlantic
Partners 83, L.P., a Delaware limited partnership (“GAP 83”).




          “Grant Units” shall mean, collectively, the Grant A Units and Grant B Units of EBS
Master that have been issued directly to the Plan Member on or prior to the date hereof.




          “H&F Capital Associates” has the meaning set forth in the preamble to this Agreement.




          “H&F Capital Executives” has the meaning set forth in the preamble to this Agreement.




          “H&F Class B Shares” has the meaning set forth in Section 2.1(a)(vii).




          “H&F GP” has the meaning set forth in the preamble to this Agreement.




          “H&F Subscribing Party” has the meaning set forth in Section 2.1(a)(vii).




          “Harrington AIV” has the meaning set forth in the preamble to this Agreement.




          “Harrington Inc.” has the meaning set forth in the preamble to this Agreement.




          “Harrington LP” has the meaning set forth in the preamble to this Agreement.




          “Harrington Merger Agreement” has the meaning set forth in Section 2.1(a)(vi).




          “HFCP Domestic” has the meaning set forth in the preamble to this Agreement.




          “Investors Tax Receivable Agreement (Reorganizations)” has the meaning set forth in
Section 2.1(b)(i).




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          “Investors Tax Receivable Agreement (Exchanges)” has the meaning set forth in Section
2.1(b)(i).




          “Investors Tax Receivable Agreements” means the Investors Tax Receivable Agreement
(Reorganizations) and the Investors Tax Receivable Agreement (Exchanges).




          “IPO” has the meaning set forth in the recitals of this Agreement.




          “IPO Closing” means the initial closing of the sale of the Class A Common Stock in the
IPO (without giving effect to any exercise of the underwriters’ over-allotment option).




          “IPO Effective Time” means the date and time on which the Registration Statement is
declared effective by the Securities and Exchange Commission.




          “Issued Shares” has the meaning set forth in Section 3.2(d).




          “Management Members” means those individuals that are participants in the EBS
Executive Equity Incentive Plan and listed on Schedule I hereto.




          “Management Tax Receivable Agreement” has the meaning set forth in Section 2.1(b)(ii).




          “Person” means any individual, corporation, limited liability company, limited or
general partnership, joint venture, association, trust, unincorporated organization, government or
any agency or political subdivision thereof, or any group comprised of two or more of the
foregoing.




          “Phantom Awards” means awards issued under the EBS Incentive Plan.




          “Plan Member” has the meaning set forth in the preamble to this Agreement.




          “Post-IPO HF Stockholders” means, collectively, H&F Capital Associates, H&F Capital
Executives, HFCP Domestic Harrington AIV and H&F GP.




          “Post-Reorganization EBS Master Members” means the Company, Sub 1, Sub 2, the H&F
Subscribing Parties, the ERX Members and the Management Members.




          “Pre-Reorganization HF Members” means, collectively, H&F Capital Associates, H&F
Capital Executives, HFCP Domestic and Harrington L.P.




          “Registration Statement” means the registration statement on Form S-1 (File No.
333-153451) filed by the Company with the Securities and Exchange Commission in connection with the
IPO.




4









 





          “Reorganization Documents” means the documents listed on Schedule II hereto,
each in the form attached as an exhibit hereto.




          “Reorganization Transactions” has the meaning set forth in Section 2.1.




          “Restricted Stock Units” means restricted stock units, issued under the Emdeon Inc.
2009 Equity Incentive Plan, entitling the holder to receive shares of Class A Common Stock upon
vesting.




          “Securities Act” means the Securities Act of 1933, as amended.




          “Sub 1” has the meaning set forth in the preamble to this Agreement.




          “Sub 2” has the meaning set forth in the preamble to this Agreement.




          1.2 Other Definitional Provisions.




               (a) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Article and Section references are to this Agreement unless otherwise specified.



               (b) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.



ARTICLE II




THE REORGANIZATION




          2.1 Transactions. Subject to the terms and conditions hereinafter set forth, and on the basis of and in
reliance upon the representations, warranties, covenants and agreements set forth herein, the
parties hereto shall take the actions described in this Section 2.1 (collectively, the
“Reorganization Transactions”):




               (a) At such time prior to the IPO Effective Time as H&F GP and the GA Parties shall mutually
agree, the applicable parties hereto shall take the actions set forth below (or cause such actions
to take place):




          (i) The Company shall adopt and file with the Secretary of State of the State
of Delaware an amended and restated certificate of incorporation of the Company, in
the form of Exhibit A hereto (the “Amended and Restated Certificate of
Incorporation”), that, among other things, shall (x) authorize the Company to
issue up to 400,000,000 shares of Class A Common Stock and 52,000,000 shares of
Class B Common Stock and (y) reclassify the outstanding shares of common stock
held by the Company’s stockholders immediately prior to the filing of the Amended
and Restated Certificate of Incorporation with the Secretary of State of the State
of Delaware into an aggregate of



5









 







56,000,000 shares of Class A Common Stock, with
each such stockholder receiving the number of shares of Class A Common Stock set
forth opposite its name on Schedule V hereto.




          (ii) The Board shall adopt amended and restated bylaws of the Company in the
form of Exhibit B hereto.




          (iii) The Company shall redeem from its existing stockholders an aggregate of
4,000,000 shares of Class A Common Stock in exchange for the rights to receive
payments in respect of certain cash tax savings of the Company that are the subject
of the Investors Tax Receivable Agreement (Reorganizations) and that relate to the
Company and transactions entered into by the existing stockholders of the Company,
which rights shall be immediately contributed by such stockholders to GA ITR
Holdco, L.P., a Delaware limited partnership, in exchange for ownership interests
in GA ITR Holdco, L.P. pursuant to Section 2.1(a)(xiii).




          (iv) Pursuant to the terms of an agreement and plan of merger to be entered
into by and among the Company, EBS Acquisition II and Sub 1 in the form of
Exhibit C hereto (the “EBS Acquisition Merger Agreement”), EBS
Acquisition II shall merge with and into Sub 1, with Sub 1 being the surviving
entity in the merger. In accordance with the terms of the EBS Acquisition Merger
Agreement, as consideration for their interests in EBS Acquisition II, the GA EBS
II Equityholders shall receive (x) an aggregate of 13,773,913 shares of Class A
Common Stock and (y) the rights to receive payments in respect of certain cash tax
savings of the Company that are the subject of the Investors Tax Receivable
Agreement (Reorganizations) and that relate to EBS Acquisition II and transactions
entered into by the GA EBS II Equityholders, which rights shall be immediately
contributed by the GA EBS II Equityholders to GA ITR Holdco, L.P. in exchange for
ownership interests in the GA ITR Holdco, L.P. pursuant to Section 2.1(a)(xiii).




          (v) Pursuant to a plan of liquidation, Harrington LP shall dissolve and
distribute 1.064% of its interest in EBS Master to H&F GP and 98.936% of its
interest in EBS Master to Harrington Inc.




          (vi) Pursuant to the terms of an agreement and plan of merger to be entered
into by and among the Company, Harrington Inc. and Sub 2 in the form of Exhibit
D hereto (the “Harrington Merger Agreement”), Harrington Inc. shall
merge with and into Sub 2, with Sub 2 being the surviving entity in the merger. In
accordance with the terms of the Harrington Merger Agreement, (x) as consideration for its interests in
Harrington Inc, Harrington AIV, in its capacity as the sole stockholder of
Harrington Inc., shall receive (x) 11,639,697 shares of Class A Common Stock and
(y) the rights to receive payments in respect of certain cash tax



6









 







savings of the
Company that are the subject of the Investors Tax Receivable Agreement
(Reorganizations) and that relate to Harrington Inc. and transactions entered into
by Harrington AIV, which rights shall be immediately contributed by Harrington AIV
to H&F ITR Holdco, L.P., a Delaware limited partnership, in exchange for ownership
interests in H&F ITR Holdco, L.P. pursuant to Section 2.1(a)(xiii).




          (vii) H&F Capital Associates, H&F Capital Executives, HFCP Domestic and H&F GP
(each, an “H&F Subscribing Party”) each hereby subscribes for and each H&F
Subscribing Party agrees to pay for, at a price of $0.00001 per share, that number
of shares of Class B Common Stock (the “H&F Class B Shares”), equal to the
number of units of EBS Master (“EBS Units”) owned by such H&F Subscribing
Party immediately prior to the IPO Effective Time as set forth on Schedule
III hereto. The H&F Subscribing Parties shall receive, along with the Class B
Shares, the rights to enter into the Investors Tax Receivable Agreement
(Exchanges), which rights shall be immediately contributed by the H&F Subscribing
Parties to H&F ITR Holdco, L.P. pursuant to Section 2.1(a)(xiii).




          (viii) The Company shall issue the H&F Class B Shares to the H&F Subscribing
Parties upon payment therefor.




          (ix) Each ERX Member hereby subscribes for and each ERX Member agrees to pay
for, at a price of $0.00001 per share, that number of shares of Class B Common
Stock (the “ERX Class B Shares”) equal to the number of EBS Units owned by
such ERX Member immediately prior to the IPO Effective Time, as set forth on
Schedule IV hereto.




          (x) The Company shall issue the ERX Class B Shares to the ERX Members upon
payment therefor.




          (xi) The Company, EBS Master, Sub 1, Sub 2 and the H&F Subscribing Parties
shall, and each agrees to, enter into Amendment No. 1 to the Fifth Amended and
Restated Limited Liability Company Agreement of EBS Master, in the form of
Exhibit E hereto, pursuant to which (x) Exhibit A to such limited liability
company agreement shall be amended to reflect the addition of Sub 1, Sub 2 and H&F
GP as members of EBS Master and (y) the Company shall be appointed as the sole
managing member of EBS Master.




          (xii) The Company, the GA Parties, the Post-IPO HF Stockholders, the ERX
Members and the Management Members shall enter into a stockholders agreement, in
the form of Exhibit F hereto.



7









 






          (xiii) The existing stockholders of the Company and the GA EBS II
Equityholders shall contribute all of their present and future rights in respect of
the Investors Tax Receivable Agreement (Reorganizations) to GA ITR Holdco, L.P. in
exchange for ownership interests in GA ITR Holdco, L.P., and Harrington AIV and the
H&F Subscribing Parties shall contribute all of their present and future rights in
respect of the Investors Tax Receivable Agreements to H&F ITR Holdco, L.P. in
exchange for ownership interests in H&F ITR Holdco, L.P.




          (xiv) GA ITR Holdco, L.P. and H&F ITR Holdco, L.P. shall contribute all of
their rights in respect of the Investors Tax Receivable Agreements to GA-H&F ITR
Holdco, L.P., a Delaware limited partnership, in exchange for ownership interests
in GA-H&F ITR Holdco, L.P.




          (xv) The Company shall provide the ERX Members and the Management Members at
least 3 days’ notice prior to the closing of the transactions contemplated by this
Section 2.1(a). Such notice may be given by email, telephone or telecopy, and
shall be deemed immediately effective when given.



               (b) Prior to the IPO Closing, the applicable parties hereto shall take the actions set forth
below (or cause such actions to take place):




          (i) The Company, GA-H&F ITR Holdco, L.P., H&F ITR Holdco, L.P. and GA ITR
Holdco, L.P., shall enter into (A) the tax receivable agreement (the “Investors
Tax Receivable Agreement (Reorganizations)”), in the form of Exhibit G
hereto and (2) the tax receivable agreement (the “Investors Tax Receivable
Agreement (Exchanges)”) in the form of Exhibit H hereto.




          (ii) The Company and the Management Members shall enter into a tax receivable
agreement (the “Management Tax Receivable Agreement”), in the form of
Exhibit I hereto.



               (c) With respect to the EBS Master Management Incentive Plans, after the IPO Effective Time
and prior to the IPO Closing, the applicable parties hereto shall take the actions set forth below
(or cause such actions to take place):




          (i) The Company, EBS Master, Sub 1, Sub 2 and the H&F Subscribing Parties
shall, and each agrees to, enter into Amendment No. 2 to the Fifth Amended and
Restated Limited Liability Company
Agreement of EBS Master, in the form of Exhibit J hereto, pursuant to
which all outstanding Grant Units issued to the Plan Member under the EBS Executive
Equity Incentive Plan shall be converted into vested and



8









 







unvested EBS Units and
certain other rights, including rights to enter into the Management Tax Receivable
Agreement (the “TRA Rights”).




          (ii) The Company, as managing member of EBS Master shall adopt resolutions
pursuant to which (x) the accumulated appreciation in value since the date of
grant of all outstanding Grant Units issued to the Plan Member under the EBS
Executive Equity Incentive Plan shall be converted into vested and unvested EBS
Units (based on the public offering price of the Class A Common Stock in the IPO)
and certain other rights, including the TRA Rights, (y) the Grant Units issued to
the Plan Member under the EBS Executive Equity Incentive Plan shall be cancelled
and (z) a plan of liquidation for the Plan Member shall be approved pursuant to
which the EBS Units and TRA Rights shall be distributed to the members of the Plan
Member and the class units issued by the Plan Member to the Management Members
shall be cancelled.




          (iii) The Board of Directors of the Company (both for itself and as managing
member of EBS Master) shall adopt resolutions pursuant to which (x) the accumulated
appreciation in value since the date of grant of each outstanding Phantom Award
that has vested prior to the IPO Closing shall be converted into the number of
shares of Class A Common Stock as determined by the Boards of Directors of the
Company and EBS Master (based on the public offering price of the Class A Common
Stock in the IPO) and (y) the accumulated appreciation in value since the date of
grant of each outstanding Phantom Award that has not vested prior to the IPO
Closing shall be converted into the number of Restricted Stock Units as determined
by the Board of Directors of the Company (based on the public offering price of the
Class A Common Stock in the IPO).




          (iv) Pursuant to the plan of liquidation described in Section 2.1(c)(ii)
hereof, the Plan Member shall dissolve.




          (v) Pursuant to Common Stock Subscription and EBS Unit Vesting Agreements with
the Company in the form of Exhibit K hereto, each Management Member shall
subscribe for a number of shares of Class B Common Stock, at a price of $0.00001
per share, equal to the number of vested and unvested EBS Units owned by such
Management Member, and the Company shall issue such Class B Common Stock to such
Management Member upon payment therefor.




          (vi) EBS Master and the Post-Reorganization EBS Master Members shall enter
into the Sixth Amended and Restated Limited Liability Company Agreement of EBS
Master, in the form of Exhibit L
hereto, (x) to reflect various post IPO agreements and (y) to reflect a new
Exhibit A thereto to reflect the addition of the Management Members as members of
EBS Master.



9









 





               (d) If at the time of the pricing of the IPO, any of the Management Members determine to sell,
and the Company determines to purchase (using a portion of the proceeds from the IPO), EBS Units
(and corresponding shares of Class B common stock) held by such Management Members, the Company and
the such Management Members will enter into the Unit Purchase Agreement in the form of Exhibit
M hereto.



          2.2 Consent to Reorganization Transactions.




               (a) Each of the parties hereto hereby acknowledges, agrees and consents to all of the
Reorganization Transactions, provided that, the consent of the ERX Members pursuant to this Section
2.2(a) is subject to their understanding that (i) following the completion of the IPO, the rights,
preferences and privileges of the EBS Units and Class B Common Stock held by the ERX Members will
be consistent with the description thereof contained in Exhibit F and Exhibit L
hereto and (ii) other than the right of HFCP Domestic to enter into Exhibit G and
Exhibit H hereto and the rights of HFCP Domestic pursuant to Section 4.11 hereof, the EBS
Units held by the ERX Members will receive the same economic treatment in the Reorganization
Transactions as the EBS Units held by HFCP Domestic. Each of the parties hereto shall take all
action necessary or appropriate in order to effect, or cause to be effected, to the extent within
its control, each of the Reorganization Transactions.



               (b) The parties hereto shall deliver to each other, as applicable, prior to, at or as soon as
practicable after the Effective Time, the date of the IPO Closing or the date of any Additional IPO
Closing, as applicable, each of the Reorganization Documents to which it is a party, together with
any other documents and instruments necessary or appropriate to be delivered in connection with the
Reorganization Transactions. Notwithstanding anything to the foregoing in this Section 2.2: the
consent by H&F Capital Associates, H&F Capital Executives, HFCP Domestic, Harrington LP, H&F GP,
Harrington Inc. and Harrington AIV to the IPO is contingent on the IPO Closing occurring by
September 30, 2009, and if the IPO Closing does not occur by such date, the consent of such parties
to the IPO shall be required to the extent necessary under the Fifth Amended and Restated Limited
Liability Company Agreement of EBS Master.



          2.3 No Liabilities in Event of Termination; Certain Covenants. In the event that the GA Parties, H&F GP and the Board determine to abandon the IPO prior
to the occurrence of the events described in Section 2.1(a) or Section 2.1(b) or, unless H&F GP and
the GA Parties otherwise agree, the events described in Section 2.1(a) do not occur by September
30, 2009, (a) this Agreement shall automatically terminate and be of no further force or effect
except for this Section 2.3 and
Sections 4.3, 4.6, 4.7, 4.9 and 4.10 and (b) there shall be no liability on the part of any of
the parties hereto, except that such termination shall not preclude any party from pursuing
judicial remedies for damages and/or other relief as a result of the breach by the other parties of
any representation, warranty, covenant or agreement contained herein prior to such termination. In
the event that the GA Parties, H&F GP and the Board determine to abandon the IPO after the
occurrence of any of the events described in Section 2.1(a), Section 2.1(b) or Section 2.1(c) or
the IPO is not completed by September 30, 2009, the



10









 






parties agree, as applicable, to amend the
Stockholders Agreement and the limited liability company agreement of EBS Master so that the
governance, transfer restrictions, liquidity rights and other related provisions therein with
respect to the Company, the Company’s Subsidiaries and the Company’s and EBS Masters’ securities
correspond in all substantive respects with the provisions contained in the Fifth Amended and
Restated Limited Liability Company Agreement of EBS Master as in effect on the date hereof. Prior
to the IPO and after any abandonment of the IPO, except as expressly contemplated by this Agreement
and subject to the immediately preceding sentence, the Company, as Managing Member of EBS Master,
will not: take any action or cause or permit EBS Master to take any action that, under the Fifth
Amended and Restated Limited Liability Company Agreement of EBS Master as in effect on the date
hereof, would require the consent or approval of one or more of the H&F Members (as defined in the
Fifth Amended and Restated LLC Agreement) or the unanimous consent of the board of directors of EBS
Master; or amend the certificate of incorporation of the Company; or issue or repurchase, redeem or
otherwise acquire any units or other equity interests of EBS Master or any capital stock of the
Company; or declare or pay any dividends or distributions on the capital stock of the Company; or
effect any subdivision or combination of the outstanding capital stock of the Company or units of
EBS Master; or resign or cease to be or be replaced as managing Member of EBS Master; in each case,
without first obtaining the written consent or approval of the H&F Members.




ARTICLE III




REPRESENTATIONS AND WARRANTIES




          3.1 Representations and Warranties. Each party hereto hereby represents and warrants to all of the other parties hereto as
follows:




               (a) Such party is duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization or incorporation. The execution, delivery and performance by such
party of this Agreement and of the applicable Reorganization Documents, to the extent a party
thereto, has been or prior to the IPO Effective Time will be duly authorized by all necessary
action;



               (b) Such party has or prior to the IPO Effective Time will have the requisite power, authority
and legal right to execute and deliver this Agreement and each of the Reorganization Documents, to
the extent a party thereto, and to consummate the transactions contemplated hereby and thereby, as
the case may be;



               (c) This Agreement and each of the Reorganization Documents to which it is a party has been
(or when executed will be) duly executed and delivered by such party and constitutes the legal,
valid and binding obligation of such party, enforceable against such party in accordance with its
terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii)
general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an
implied covenant of good faith and fair dealing; and



11









 





               (d) Neither the execution, delivery and performance by such party of this Agreement and the
applicable Reorganization Documents, to the extent a party thereto, nor the consummation by such
party of the transactions contemplated hereby, nor compliance by such party with the terms and
provisions hereof, will, directly or indirectly (with or without notice or lapse of time or both),
(i) contravene or conflict with, or result in a breach or termination of, or constitute a default
under (or with notice or lapse of time or both, result in the breach or termination of or
constitute a default under) the organizational documents of such party, (ii) constitute a violation
by such party of any existing requirement of law applicable to such party or any of its properties,
rights or assets or (iii) require the consent or approval of any Person, except, in the case of
clauses (ii) and (iii), as would not reasonably be expected to result in, individually or in the
aggregate, a material adverse effect on the ability of such party to consummate the transactions
contemplated by this Agreement.



          3.2 Additional Representations by the GA EBS II Equityholders and the ERX Members. In connection with
the issuance of Common Stock pursuant to the EBS Acquisition Merger
Agreement, Section 2.1(a)(iv), Section 2.1(a)(ix) and Section 2.1(a)(x), each GA EBS II
Equityholder and each ERX Member hereby represents and warrants:




               (a) that it is an “accredited investor” (as defined in Regulation D promulgated under the
Securities Act);



               (b) that it or its representative has had access to the same kind of information concerning
the Company that is required by Schedule A of the Securities Act, to the extent that the Company
possesses such information;



               (c) that it has such knowledge and experience in financial and business matters that it is
capable of utilizing the information that is available to it concerning the Company to evaluate the
risks of investment in the Company including the risk that it could lose its entire investment in
the Company;



               (d) that it understands that the shares of Common Stock to be issued to or received by it as
described in Section 2.1 (the “Issued Shares”) have not been registered under the
Securities Act, the securities laws of any state or the securities laws of any other jurisdiction
and that such Issued Shares must be held indefinitely unless the
sale or transfer is registered under the Securities Act and such other securities laws or an
exemption from registration under the Securities Act and such other securities laws covering the
sale or transfer of such Issued Shares is available;



               (e) that the Issued Shares (other than any Issued Shares intended to be sold in the IPO or
sold to the Company in connection with the IPO) are being purchased by it for its own sole benefit
and account for investment and not with a view to, or for resale in connection with, a public
offering or distribution thereof;



               (f) that it understands that the certificate or certificates representing the Issued Shares
(if certificated) may be impressed with a legend stating



12









 







that the Issued Shares have not been
registered under the Securities Act or state securities laws and setting out or referring to the
restrictions on the transferability and resale of the Issued Shares; and



               (g) that it understands that stop transfer instructions in respect of the Issued Shares may be
issued to any transfer agent, transfer clerk or other agent at any time acting for the Company.



          3.3 Additional Representations by Harrington AIV and the H&F Subscribing Parties. In connection with
the issuance of Common Stock pursuant to the Harrington Merger
Agreement, Section 2.1(a)(vi), Section 2.1(a)(vii) and Section 2.1(a)(viii), Harrington AIV and
each H&F Subscribing Party hereby represents and warrants:




               (a) (i) that, except as disclosed to the Company, it is an “accredited investor” (as defined
in Regulation D promulgated under the Securities Act) and (ii) that it has such knowledge and
experience in financial and business matters that it is capable of utilizing the information that
is available to it concerning the Company to evaluate the risks of investment in the Company
including the risk that it could lose its entire investment in the Company;



               (b) that it or its representatives has had access to such information concerning the Company
as it deems necessary in making its investment decision;



               (c) that it understands that the Issued Shares have not been registered under the Securities
Act, the securities laws of any state or the securities laws of any other jurisdiction and that
such Issued Shares must be held indefinitely unless the sale or transfer is registered under the
Securities Act and such other securities laws or an exemption from registration under the
Securities Act and such other securities laws covering the sale or transfer of such Issued Shares
is available;



               (d) that the Issued Shares (other than any Issued Shares intended to be sold in the IPO or
sold to the Company in connection with the IPO) are
being purchased by it for its own sole benefit and account for investment and not with a view
to, or for resale in connection with, a public offering or distribution thereof;



               (e) that it understands that the certificate or certificates representing the Issued Shares
(if certificated) may be impressed with a legend stating that the Issued Shares have not been
registered under the Securities Act or state securities laws and setting out or referring to the
restrictions on the transferability and resale of the Issued Shares; and



               (f) that it understands that stop transfer instructions in respect of the Issued Shares may be
issued to any transfer agent, transfer clerk or other agent at any time acting for the Company.



13









 





          3.4 Additional Representations by the Company. The Company represents to each of the parties to be issued Common Stock pursuant to the
Reorganization Transactions as follows:




               (a) As of the date hereof and immediately prior to the effectiveness of the Amended and
Restated Certificate of Incorporation, the authorized capital stock of the Company consists of
65,000,000 shares of common stock without designation as to series or class, of which 56,000,000
shares of common stock are issued and outstanding, and no shares of capital stock were held in
treasury or reserved for issuance and there are no outstanding options, warrants or other rights to
acquire any capital stock of the Company. Upon issuance of the Issued Shares and payment therefor,
the Issued Shares shall be duly authorized and validly issued, fully paid and non-assessable and
the issuance of such Issued Shares will not be subject to any pre-emptive or similar right.



               (b) No form of general solicitation or general advertising was used by the Company or its
representatives in connection with the offer or sale of the Issued Shares. Assuming the accuracy
of the representations in Section 3.2 and Section 3.3, no registration of the Issued Shares,
pursuant to the provisions of the Securities Act or any state securities or “blue sky” laws, will
be required by the offer, sale or issuance of the Issued Shares.



               (c) The Company was formed for the purpose of making an investment in EBS Master and has only
conducted business operations or other activities related to, and only has obligations and
liabilities arising out of, its investment in EBS Master, the Reorganization Transactions and the
IPO.



               (d) For purposes of Rule 16b-3(d)(1) of the Securities Exchange Act of 1934, as amended, each
acquisition or disposition of Common Stock or other equity securities of the Company by an
executive officer, director or person that may be deemed to be a director of the Company in a
transaction with the Company contemplated by the Agreement has been or will be approved by the
Board prior to such transaction. Without limiting the foregoing, the Board has approved, in each
case for purposes of Rule 16b-3(d)(1): the reclassification of the Company’s common stock pursuant to
the filing of the Amended and Restated Certificate of Incorporation; the merger of EBS Acquisition
II and Sub 1 in accordance with the EBS Acquisition Merger Agreement and the issuance of Class A
Common Stock pursuant thereto; the merger of Harrington Inc. with Sub 2 in accordance with the
Harrington Merger Agreement and the issuance of Class A Common Stock pursuant thereto; the
acquisition of Class B Common Stock by the H&F Subscribing Parties and the ERX Members as
contemplated by Section 2.1; the entry into Amendment No. 1 to the Fifth Amended and Restated
Limited Liability Company Agreement of EBS Master and the grant by EBS Master of exchange rights to
the H&F Subscribing Parties, the ERX Members and the Management Members to acquire Class A Shares;
the entry into Amendment No. 2 to the Fifth Amended and Restated Limited Liability Company
Agreement of EBS Master and the issuance of EBS Units, Class A Common Stock and Restricted Stock
Units pursuant thereto and pursuant to Section 2.1(c)(ii)and Section 2.1(c)(iii); the redemption of
Class A Common Stock in



14









 







exchange for the rights to receive payments in respect of certain cash tax
savings of the Company pursuant to the Investors Tax Receivable Agreement (Reorganizations) and
Section 2.1(a)(iii); and the issuance to the H&F Subscribing Parties, Harrington AIV, the ERX
Members and the Management Members of, as applicable, any shares of Class A Stock issuable upon
exchange of EBS Units and Class B Stock, in each case upon exchange of the Common Stock or EBS
Units issued pursuant to the Reorganization Transactions.



ARTICLE IV




MISCELLANEOUS




          4.1 Amendments and Waivers. This Agreement may be modified, amended or waived only with the written approval of (i) the
Company, (ii) the GA EBS II Equityholders and (iii) the Post-IPO HF Stockholders; provided,
that the approval of the ERX Members shall be required (in which case only the consent of the ERX
Members holding a majority of the EBS Units held by the ERX Members is required) in connection
with (i) any modification, amendment or waiver of Section 2.1(a)(ix) or Section 2.1(a)(x) hereof.
Notwithstanding the foregoing, nothing herein shall amend, waive or impair the rights of the ERX
Members under Sections 7.4(a) or 13.1 of the Fifth Amended and Restated Liability Company Agreement
of EBS Master, Section 7.3 of the Stockholders’ Agreement attached as Exhibit F hereto and
Section 11.1 of the Sixth Amended and Restated Limited Liability Company Agreement of EBS Master
attached as Exhibit L hereto; it being understood that the form of the Stockholders’
Agreement attached as Exhibit F hereto and the form of the Sixth Amended and Restated
Limited Liability Company Agreement of EBS Master attached as Exhibit L hereto shall be
acceptable to the ERX Members in all respects. Any such amendment shall be binding upon each of
the other parties hereto. The failure of any party to enforce any of the provisions of this
Agreement shall in no way be construed as a waiver of such provisions and shall not affect the
right of such party thereafter to enforce each and every provision of this Agreement in accordance
with its terms. Notwithstanding anything to the contrary in this Section 4.1, nothing in this Section
4.1 shall be deemed to contradict the provisions of Section 2.3 hereof.




          4.2 Successors, Assigns and Transferees. This Agreement shall bind and inure to the benefit of and be enforceable by the parties
hereto and their respective successors and permitted assigns.




          4.3 Notices. Subject to Section 2.1(a)(xv), all notices and other communications required or permitted
hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to
the party to be notified; (b) when sent by confirmed facsimile if sent during normal business hours
of the recipient, if not, then on the next business day, provided that a copy of such notice is
also sent via nationally recognized overnight courier, specifying next day delivery, with written
verification of



15









 






receipt; (c) three days after having been sent by registered or certified mail,
return receipt requested, postage prepaid; or (d) one business day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt.
All communications shall be sent to such party’s address as set forth below or at such other
address as the party shall have furnished to each other party in writing in accordance with this
provision:



If to any of the Pre-IPO H&F Members, Harrington Inc., H&F GP,

Harrington AIV or Sub 2, 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 copies (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 EBS Acquisition II or Sub 1, 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 copies (which shall not constitute notice) to:



Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Telephone: (212) 373-3402

Facsimile: (212) 492-0402

Attention: Matthew W. Abbott, Esq.




16









 







If to the Company, EBS Master or the Plan Member, addressed to it at:



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:



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: John C. Kennedy, Esq.



If to the ERX Members, to them at the addresses set forth on each eRx

Member’s signature page to this Agreement.



With copies (which shall not constitute notice) to:



Alston & Bird LLP

2200 Ross Avenue

Dallas, Texas 75201

Telephone: 214-922-3400

Facsimile: 212-922-3899

Attention: Darren C. Hauck, Esq.




          4.4 Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with
each other, and at the request of any other party, to execute and deliver any further instruments
or documents and to take all such further action as the other party may reasonably request in order
to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise
carry out the intent of the parties hereunder.




          4.5 Entire Agreement. Except as otherwise expressly set forth herein, this Agreement, together with the
Reorganization Documents, embodies the complete agreement and understanding among the parties
hereto with respect to the subject matter hereof and supersedes and preempts any prior
understandings, agreements or representations by or among the parties, written or oral, that may
have related to the subject matter hereof in any way.




          4.6 Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed in all respects by the laws of the State of New York. To
the fullest extent permitted by law, no suit, action or proceeding with respect to this Agreement
may be brought in any court or before any similar authority other than in a



17









 






court of competent
jurisdiction in the State of New York, and the parties hereto hereby submit to the exclusive
jurisdiction of such courts for the purpose of such suit, proceeding or judgment. To the fullest
extent permitted by law, each party hereto hereby irrevocably waives any right it may have had to
bring such an action in any other court, domestic or foreign, or before any similar domestic or
foreign authority. Each of the parties hereto hereby irrevocably and unconditionally waives trial
by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim
therein.




          4.7 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this Agreement is held to
be invalid, illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision
or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never been contained
herein.




          4.8 Enforcement. Each party hereto acknowledges that money damages would not be an adequate remedy in the
event that any of the covenants or agreements in this Agreement are not performed in accordance
with its terms, and it is therefore agreed that in addition to and without limiting any other
remedy or right it may have, the non-breaching party
will have the right to an injunction, temporary restraining order or other equitable relief in
any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms
and provisions hereof.




          4.9 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of
reference only and are not to be considered in construing this Agreement.




          4.10 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument. This Agreement may be
executed by facsimile signature(s).




          4.11 Expenses. The Company agrees to pay all reasonable out of pocket expenses and costs of the GA Parties
and the H&F Subscribing Parties, Harrington AIV, Harrington Inc. and Harrington LP (including
reasonable attorney and other professional fees and expenses) incurred in connection with the
negotiation and execution of this Agreement and the transactions contemplated by this Agreement and
the Agreement and Plan of Merger by and among the Company, Envoy LLC, Emdeon Merger Sub LLC, eRx
Network, L.L.C. and the Members’ Representative (as defined therein).





18











 





          IN WITNESS WHEREOF, the parties hereto have executed this Reorganization Agreement as of the
date first above written.




	 	 	 	 	 
	 	EMDEON INC.

 	 
	 	By:  	/s/ Gregory T. Stevens
 	 
	 	 	Name:  	Gregory T. Stevens 	 
	 	 	Title:  	Secretary 	 
	 
	 	EBS HOLDCO I, LLC

 	 
	 	By:  	/s/ Gregory T. Stevens
 	 
	 	 	Name:  	Gregory T. Stevens 	 
	 	 	Title:  	Secretary 	 
	 
	 	EBS HOLDCO II, LLC

 	 
	 	By:  	/s/ Gregory T. Stevens
 	 
	 	 	Name:  	Gregory T. Stevens 	 
	 	 	Title:  	Secretary 	 
	 
	 	EBS EXECUTIVE INCENTIVE PLAN LLC

 	 
	 	By:  	/s/ Gregory T. Stevens
 	 
	 	 	Name:  	Gregory T. Stevens 	 
	 	 	Title:  	Secretary 	 
	 
	 	EBS MASTER LLC

 	 
	 	By:  	/s/ Gregory T. Stevens
 	 
	 	 	Name:  	Gregory T. Stevens 	 
	 	 	Title:  	Secretary 	 
	 



[Signature Page to Reorganization Agreement]




 









 








	 	 	 	 	 
	 	EBS ACQUISITION II LLC

 	 
	 	By:  	/s/ Christopher G. Lanning
 	 
	 	 	Name:  	Christopher G. Lanning 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page to Reorganization Agreement]





 









 






	 	 	 	 	 
	 	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 Reorganization Agreement]




 









 









	 	 	 	 	 
	 	H&F HARRINGTON AIV I, 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:  	Vice President 	 
	 
	 	H&F HARRINGTON INC.

 	 
	 	By:  	/s/ Allen Thorpe
 	 
	 	 	Name:  	Allen Thorpe 	 
	 	 	Title:  	Vice President 	 
	 




	 	 	 	 	 
	 	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 	 
	 



[Signature Page to Reorganization Agreement]




 









 








	 	 	 	 	 
	 	 	 
	 	/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/ Marc Lyle
 	 
	 	 	Name:  	Marc Lyle 	 
	 	 	Its:

Address:

Facsimile: 	 


	 	 	 	 	 
	 	 	 
	 	
/s/ Kevin Mahoney
 	 
	 	Name:  	Kevin Mahoney 	 
	 	Address:


Facsimile: 	 
	 


	 	 	 	 	 
	 	NATIONAL HEALTH SYSTEMS, INC.

 	 
	 	By:  	/s/ Michael Ingram
 	 
	 	 	Name:  	Michael Ingram 	 
	 	 	Its:  EVP & CFO

Address:

Facsimile: 	 
	 



[Signature Page to Reorganization Agreement]




 









 








	 	 	 	 	 
	 	NOW TECHNOLOGY, INC.

 	 
	 	By:  	/s/ Marty Monroe
 	 
	 	 	Name:  	Mary Monroe 	 
	 	 	Its:  Vice President

Address:

Facsimile: 	 



	 	 	 	 	 
	 	                                /s/ Richard Sage
 	 
	 	Name:  	Richard Sage 	 
	 	Address:

Facsimile: 	 
	 



[Signature Page to Reorganization Agreement]




 









 








Schedule I




Management Members




Bahl, Tracy L.




Caldwell, Edward




Coughlin, Patrick




Creavin, Damien




Devitre, Dinyar S.




Hardin, J. Philip




Kever, Jim D.




Khan, Sajid A




Lazenby, George




Manzella, Frank J.




Newport Jr., Bob




Pead, Philip M.




Scully, Ben




Smith, Ryan L




Stevens, Gregory




Stuart, Gary D




 









 





Schedule II




Reorganization Documents





	1.	 	Amended and Restated Certificate of Incorporation of the Company
	 
	2.	 	Amended and Restated Bylaws of the Company
	 
	3.	 	EBS Acquisition Merger Agreement
	 
	4.	 	Harrington Merger Agreement
	 
	5.	 	Amendment No. 1 to Fifth Amended and Restated EBS LLC Agreement
	 
	6.	 	Amendment No. 2 to Fifth Amended and Restated EBS LLC Agreement
	 
	7.	 	Stockholders Agreement
	 
	8.	 	Investors Tax Receivable Agreement (Reorganizations)
	 
	9.	 	Investors Tax Receivable Agreement (Exchanges)
	 
	10.	 	Management Tax Receivable Agreement
	 
	11.	 	Common Stock Subscription Agreement and EBS Unit Vesting Agreement
	 
	12.	 	Sixth Amended and Restated LLC Agreement of EBS Master
	 
	13.	 	Limited Liability Company Agreement of EBS Holdco I, LLC
	 
	14.	 	Limited Liability Company Agreement of EBS Holdco II, LLC
	 
	15.	 	Unit Purchase Agreement




 









 











Schedule III




HF Subscribing Parties




	 	 	 	 	 	 	 	 	 
	 	 	EBS Units Owned	 	 
	 	 	Prior to Effective	 	Class B Common
	Name	 	Time	 	Stock Subscription
	Hellman & Friedman
Capital Associates VI,
L.P.
	 	 	11,294.61	 	 	 	11,294.61	 
	Hellman & Friedman
Capital Executives VI,
L.P.
	 	 	99,940.18	 	 	 	99,940.18	 
	HFCP VI Domestic AIV, L.P.
	 	 	22,349,977.04	 	 	 	22,349,977.04	 
	Hellman & Friedman
Investors VI, L.P.
	 	 	125,178.27	 	 	 	125,178.27	 






 









 






Schedule IV




ERX Members




	 	 	 	 	 	 	 	 	 
	 	 	EBS Units Owned Prior	 	Class B Common Stock
	Name	 	to Effective Time	 	Subscription
	Fehring, James
	 	 	4,375	 	 	 	4,375	 
	Guld, Barry
	 	 	51,171	 	 	 	51,171	 
	Ingram, Michael
	 	 	15,554	 	 	 	15,554	 
	Lyle Holdings, LP
	 	 	466,607	 	 	 	466,607	 
	Mahoney, Kevin
	 	 	13,189	 	 	 	13,189	 
	National Health
Systems, Inc.
	 	 	444,986	 	 	 	444,986	 
	Now Technology, Inc.
	 	 	838,395	 	 	 	838,395	 
	Sage, Richard
	 	 	15,723	 	 	 	15,723	 






 









 






Schedule V




Pre-Reorganization Company Stockholders




	 	 	 	 	 
	 	 	Class A Common Stock
	Name	 	to be Received in Reclassification
	General Atlantic Partners 83, L.P.
	 	 	36,676,864	 
	GAP-W, LLC
	 	 	14,000,000	 
	GapStar, LLC
	 	 	840,000	 
	GAPCO GmbH & Co. KG
	 	 	116,480	 
	GAP Coinvestments CDA, L.P.
	 	 	36,400	 
	GAP Coinvestments III, LLC
	 	 	3,531,192	 
	GAP Coinvestments IV, LLC
	 	 	799,064