EX-10.2



 Exhibit 10.2 

{Execution Version} 

AMENDMENT NO. 2 
 TO

 STOCKHOLDERS’ AGREEMENT 

THIS AMENDMENT NO. 2 (this “Amendment”), effective as of June 28, 2016, amends the Stockholders’ Agreement
(the “Agreement”) dated as of November 2, 2011, as amended by Amendment No. 1 to the Stockholders’ Agreement dated as of November 18, 2015, by and among Change Healthcare, Inc. (a Delaware corporation formerly
known as Beagle Parent Corp. (the “Company”)), Change Intermediate Holdings, Inc. (a Delaware corporation formerly known as Beagle Intermediate Holdings, Inc.), Change Healthcare Holdings, Inc. (a Delaware corporation formerly known
as Emdeon Inc., successor by merger to Beagle Acquisition Corp.), Blackstone (as defined in the Agreement), H&F (as defined in the Agreement, and together with Blackstone, the “Sponsors”), and each other Person from time to
party thereto (together with the Sponsors, the “Stockholders”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Agreement. 

RECITALS 
 WHEREAS, on
November 2, 2011, the Stockholders entered into the Agreement; 
 WHEREAS, Section 8.9(a) of the Agreement provides that the
Agreement may be amended by a written instrument executed by Stockholders constituting a Majority in Interest of the Company Shares; and 

WHEREAS, the undersigned Sponsors constitute at least a Majority in Interest of the Company Shares and wish to amend the Agreement pursuant to
Section 8.9(a) of the Agreement as set forth herein. 
 NOW THEREFORE, in consideration of the premises and mutual promises herein
made, and in consideration of the covenants herein contained, the parties hereto hereby agree as follows: 
 AGREEMENT 

1. The following proviso shall be added to the end of the penultimate sentence of Section 4.5(b) of the Agreement: 

“; provided, however, that, notwithstanding anything to the contrary in this Section 4.5, the transactions contemplated by the
Contribution Agreement, dated June 28, 2016, by and among PF2 Newco LLC, a Delaware limited liability company, PF2 NewCo Intermediate Holdings, LLC, a Delaware limited liability company, PF2 NewCo Holdings, LLC, a Delaware limited liability
company, HCIT Holdings, Inc., a Delaware corporation, Change Healthcare, Inc., a Delaware corporation, Change Aggregator, L.P., a Delaware limited partnership, H&F Echo Holdings, L.P., a Delaware limited partnership and McKesson Corporation, a
Delaware corporation (the “Contribution Agreement”), shall (i) constitute a Drag-Along Transfer for purposes of this Section 4.5 and (ii) satisfy the covenant in the foregoing sentence that such Stockholders receive
the same relative proportion of cash and Marketable Securities as the Initiating Party, including that the shares of common stock of Echo (as defined in the Contribution Agreement) shall be deemed for all purposes hereof to be Marketable
Securities.” 
 2. Miscellaneous. This Amendment and all actions or proceedings that may be based upon, or arise out of this
Amendment or the negotiation, execution or performance thereof, shall be governed 







 
by and construed and enforced in accordance with Sections 8.12, 8.13 and 8.14 of the Agreement. Sections 8.3, 8.4, 8.8 through 8.15 of the Agreement are each incorporated herein in their
entirety, mutatis mutandis. Except as specifically set forth in this Amendment, the Agreement shall remain in full force and effect. 

[Remainder of page intentionally left blank.] 

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

  

							
	THE COMPANY:                                 
                               	 	CHANGE HEALTHCARE, INC.	 	
				
		 	By:	 	 /s/ Gregory T. Stevens
	 	
		 	Name:	 	    Gregory T. Stevens	 	
		 	Title:	 	    General Counsel and Secretary	 	

 [Signature Page to Amendment No. 2 to Stockholders’ Agreement] 








							
	BLACKSTONE:	 		 	CHANGE AGGREGATOR L.P.
				
		 		 	By:	 	Change Aggregator GP L.L.C., its general partner
				
		 		 	By:	 	Blackstone Management Associates VI L.L.C., its managing member
				
		 		 	By:	 	BMA VI L.L.C., its sole member
				
		 		 	By:	 	   /s/ Vikrant Sawhney

		 		 		 	Name: Vikrant Sawhney
		 		 		 	Title: Senior Managing Director

 [Signature Page to Amendment No. 2 to Stockholders’ Agreement] 








							
	H&F:	 		 	H&F ECHO HOLDINGS, L.P.
				
		 		 	By:	 	H&F Echo GP, L.L.C., its general partner
				
		 		 	By:	 	Hellman & Friedman Investors VI, L.P., its managing member
				
		 		 	By:	 	Hellman & Friedman LLC, its general partner
				
		 		 	By:	 	   /s/ P. Hunter Philbrick

		 		 	Name: P. Hunter Philbrick
		 		 	Title: Managing Director

 [Signature Page to Amendment No. 2 to Stockholders’ Agreement]