EX-10.9






Exhibit 10.9




REORGANIZATION AGREEMENT




Dated as of                     , 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
	 	 	12	 
	3.4 Additional Representations by the Company
	 	 	13	 
	 
	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
	 	 	17	 
	4.8 Enforcement
	 	 	17	 
	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                     , 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).




2









 





          “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).




3









 





          “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 56,000,000 shares of



5









 









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 13,773,913.04 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 savings of the Company that are the subject of the Investors Tax



6









 








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 (such number to be determined
after giving effect to a unit split referred to in Section 2.1(a)(xi)), 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 (such number to be
determined after giving effect to a unit split referred to in Section 2.1(a)(xi)),
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, the ERX Members 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 the
unit split and (y) the Company shall be appointed as the sole managing member of
EBS Master.



7









 






          (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.




          (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, the ERX Members and the H&F
Subscribing Parties shall, and each agrees to, enter into Amendment No. 2 to the
Fifth Amended and Restated Limited



8









 







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
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



9









 








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.


               (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. 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 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




10









 







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



               (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



11









 







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 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




12









 








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.



          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



13









 







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 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.



14









 





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 any modification, amendment or waiver of Section 2.1(a)(ix) or
Section 2.1(a)(x), shall also require the approval of the ERX Members. 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.




          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 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



15









 






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.




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.



16









 






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 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




17









 







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:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	EBS HOLDCO I, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	EBS HOLDCO II, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	EBS EXECUTIVE INCENTIVE PLAN LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	EBS MASTER LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	EBS ACQUISITION II LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	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:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	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:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title: Managing Director	 	 






[Signature Page to Reorganization Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	HFCP VI DOMESTIC AIV, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Hellman & Friedman Investors VI, L.P.,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Hellman & Friedman LLC,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	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:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	HELLMAN & FRIEDMAN INVESTORS VI, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Hellman & Friedman LLC,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	H&F HARRINGTON INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	H&F HARRINGTON AIV II, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	HELLMAN & FRIEDMAN INVESTORS VI, L.P.

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Hellman & Friedman LLC,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






[Signature Page to Reorganization Agreement]




 









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Name: James Fehring	 	 
	 	 	Address:	 	 
	 	 	Facsimile:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Name: Barry Guld	 	 
	 	 	Address:	 	 
	 	 	Facsimile:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Name: Michael Ingram	 	 
	 	 	Address:	 	 
	 	 	Facsimile:	 	 






[Signature Page to  Reorganization Agreement]




 









 






	 	 	 	 	 	 	 
	 	 	LYLE HOLDINGS, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:

Its:

Address:

Facsimile:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Name: Kevin Mahoney

Address:

Facsimile:	 	 
	 
	 	 	 	 	 	 
	 	 	NATIONAL HEALTH SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:

Its:

Address:

Facsimile:	 	 
	 
	 	 	 	 	 	 
	 	 	NOW TECHNOLOGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:

Its:

Address:

Facsimile:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	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	 	Class B
	 	 	Owned Prior to	 	Common Stock
	Name	 	Effective Time	 	Subscription
	Hellman & Friedman Capital Associates VI,
L.P.

	 	11,295	 	11,295
	 
	Hellman & Friedman Capital Executives VI,
L.P.
	 	99,940	 	99,940
	 
	HFCP VI Domestic AIV, L.P.
	 	22,349,977	 	22,349,977
	 
	Hellman & Friedman Investors VI, L.P.
	 	
125,178	 	125,178






 









 






Schedule IV




ERX Members




	 	 	 	 	 
	 	 	EBS Units	 	Class B
	 	 	Owned Prior to	 	Common Stock
	Name	 	Effective Time	 	Subscription
	Fehring, James

	 	4,375	 	4,375
	 
	Guld, Barry
	 	51,751	 	51,751
	 
	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.
	 	36,676,769.34
	 
	GAP-W, LLC
	 	14,000,000,04
	 
	GapStar, LLC
	 	840,000.00
	 
	GAPCO GmbH & Co. KG
	 	116,307.69
	 
	GAP Coinvestments CDA, L.P.
	 	36,615.38
	 
	GAP Coinvestments III, LLC
	 	3,531,230.78
	 
	GAP Coinvestments IV, LLC
	 	799,076.93










 











 





EXHIBIT
E


AMENDMENT NO. 1 TO




FIFTH AMENDED AND RESTATED




LIMITED LIABILITY COMPANY AGREEMENT




OF




EBS MASTER LLC




          This Amendment No. 1 (this “Amendment”) to the Fifth Amended and Restated Limited
Liability Company Agreement, dated as of July 2, 2009, of EBS Master LLC, a Delaware limited
liability company (the “Company”) (as in effect on the date hereof, the “LLC
Agreement”), is being entered into as of ___, 2009. Capitalized terms used herein and
not otherwise defined have the respective meanings given them in the LLC Agreement.



          WHEREAS, in connection with the proposed initial public offering of common stock of Emdeon
Inc., a Delaware corporation (“Emdeon”), pursuant to the Reorganization Agreement, dated as
of [___], 2009, by and among Emdeon, the Company and the other parties thereto (as the same may
be amended or modified, the “Reorganization Agreement”), the Company has agreed to enter
into various reorganization transactions;



          WHEREAS, in connection with the reorganization transactions the Members of the Company desire
that Emdeon become the sole managing member of the Company (in its capacity as managing Member as
well as any other capacity, “Managing Member”);



          WHEREAS, pursuant to the reorganization transactions, (i) Hellman & Friedman Investors VI,
L.P., a Delaware limited partnership (“H&F GP”), and EBS Holdco II, LLC, a Delaware limited
liability company (“Sub 2”), have succeeded to the interests of HF Purchaser 4, and (ii)
EBS Holdco I, LLC, a Delaware limited liability company (“Sub 1”), has succeeded to the
interests of the GA Purchaser II;



          WHEREAS, in connection with the reorganization transactions, Emdeon is issuing shares of its
Class B Stock (as defined in Section 3 hereof) to the H&F Continuing Members, each of which shares
of Class B Stock, together with a corresponding Unit, may be exchanged with the Company for one
share of Class A Stock (as defined in Section 3 hereof);



          WHEREAS, in connection with the reorganization transactions, Emdeon is issuing shares of its
Class B Stock to the eRx Members, each of which shares of Class B Stock, together with a
corresponding Unit (as defined in Section 3 hereof), may be exchanged with the Company for one
share of Class A Stock; and









 



2


          WHEREAS, pursuant to Section 13.1 of the LLC Agreement, the Board, with the approval of each
of the HF Members and the GA Members, may amend the LLC Agreement to reflect the admission of new
Members and to amend the LLC Agreement as provided herein.



          NOW THEREFORE, pursuant to Section 13.1 of the LLC Agreement, the LLC Agreement is hereby
amended as follows:



          Section 1. Authorized Units. Effective as of the date hereof, the Company shall be
authorized to issue from time to time up to an aggregate of ___Units.



          Section 2. Managing Member. Effective as of the date hereof, notwithstanding any
other provision of the LLC Agreement, Emdeon shall be the sole managing member of the Company, and
all power and authority previously provided or delegated to the Board of Directors of the Company
shall be vested and exercised by Emdeon, as sole managing Member, such that, subject to the terms
and conditions of the LLC Agreement, (i) the management and control of the Company’s business
activities and operations shall rest exclusively with Emdeon in its capacity as managing member,
(ii) in such capacity, Emdeon shall make all decisions regarding the business, activities and
operations of the Company previously delegated to the Board of Directors in its sole discretion
without the consent of any other Member and (iii) the Members other than Emdeon, in their
capacities as such, shall not participate in the control, management, direction or operation of the
activities or affairs of Company and shall have no power to act for or bind the Company. For the
avoidance of doubt, nothing in this Amendment shall modify or affect Section 13.1 of the LLC
Agreement.



          Section 3. Section 1.1 of the LLC Agreement is hereby amended by adding the following
new definitions in appropriate alphabetical order:




          “Certificate of Incorporation” means the Amended and Restated Certificate of
Incorporation of the Managing Member, as in effect on the date hereof and as the same may
be amended or restated from time to time.




          “Class A Stock” shall, as applicable, (i) mean the Class A Common Stock, par
value $0.00001 per share, of the Managing Member or (ii) following any consolidation,
merger, reclassification or other similar event involving the Managing Member, mean any
shares or other securities of the Managing Member or any other Person or cash or other
property that become payable in consideration for the Class A Stock or into which the Class
A Stock is exchanged or converted as a result of such consolidation, merger,
reclassification or other similar event.




          “Class B Stock” shall, as applicable, (i) mean the Class B Common Stock, par
value $0.00001 per share, of the Managing Member or (ii) following any consolidation,
merger, reclassification or other similar event involving the Managing Member, mean any
shares or other securities of the Managing Member or any other Person or cash or other
property that become payable in









 



3



consideration for the Class B Stock or into which the Class B Stock is exchanged or
converted as a result of such consolidation, merger, reclassification or other similar
event.




          “Emdeon Common Stock” means all classes and series of common stock of the
Managing Member, including the Class A Stock and Class B Stock.




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




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




          “H&F Continuing Members” means, collectively, H&F GP, HF Purchaser 1, HF
Purchaser 2, HF Purchaser 3, and their HF Permitted Transferees to whom Units are
Transferred.




          “Managing Member” has the meaning set forth in the recitals to this Amendment.




          “Non-Escrowed Units” means Units held by the eRx Members that are not subject
to the Escrow Agreement.




          “Trading Day” means a day during which trading securities generally occurs on
the NYSE or, if the shares of Class A Stock are not listed on the NYSE, on the principal
national securities exchange on which the shares of Class A Stock are then listed or, if
the shares of Class A Stock are not listed on a national securities exchange, on the
automated quotation system on which the shares of Class A Stock are then authorized for
quotation.




          “Volume Weighted Average Price” means, on any date of determination, the
volume weighted average sale price per share of the Class A Stock on the NYSE on such date,
or if the Class A Stock is not listed on the NYSE, on the principal national securities
exchange on which the Class A Stock is then listed or, if the Class A Stock is not listed
on a national securities exchange, an automated quotation system on which the Class A Stock
is then listed or authorized for quotation, in each case as reported by Bloomberg Financial
Markets (or any successor thereto) through its “Volume at Price” functions and ignoring any
block trades (which, for purposes of this definition means any transfer of more than
100,000 shares (subject to adjustment to reflect stock dividends, stock splits, stock
combinations and other similar events)).



          Section 4. Article III of the LLC Agreement is amended by adding a new Section 3.7 that shall
read as follows:




          “(a) Subject to adjustment as provided in Section 3.7(d) and subject to the Managing
Member’s rights described in Section 3.7(g), each of the









 



4



H&F Continuing Members and the eRx Members shall be entitled to exchange with the
Company, at any time and from time to time, any or all of such Member’s Units at a rate of
one Unit together with one share of Class B Stock exchangeable for one share of Class A
Stock.



          Each such exchange of Units for Emdeon Common Stock shall be treated for U.S. federal
income tax purposes as a sale of the exchanging Member’s Units to the Managing Member in
exchange for Emdeon Common Stock.




          (b) In order to exercise the exchange right under Section 3.7(a), the exchanging
Member shall present and surrender the certificate or certificates representing such Units
and shares of Class B Stock (in each case, if certificated), during usual business hours at
the principal executive offices of the Managing Member, or if any agent for the
registration or transfer of shares of Class B Stock, is then duly appointed and acting (the
“Transfer Agent”), at the office of the Transfer Agent, accompanied by written
notice (the “Exchange Notice”) to the Managing Member and the Transfer Agent
stating that the exchanging Member elects to exchange with the Company a stated number of
Units and shares of Class B Stock, represented, if applicable, by such certificate or
certificates, to the extent specified in such notice, and (if the Class A Stock to be
received is to be issued other than in the name of the exchanging Member) specifying the
name(s) of the Person(s) in whose name or on whose order the Class A Stock is to be issued.




          (c) If required by the Managing Member, any certificate for Units and shares of Class
B Stock (in each case, if certificated) surrendered for exchange with the Company shall be
accompanied by instruments of transfer, in form reasonably satisfactory to the Managing
Member and the Transfer Agent, duly executed by the holder of such Units and shares of
Class B Stock, or such holder’s duly authorized representative. As promptly as practicable
after the receipt of such notice and the surrender to the Company of the certificate or
certificates, if any, representing such Units and shares of Class B Stock (but in any event
by the Exchange Date, as defined below), the Managing Member shall issue and deliver to the
Company, and the Company shall deliver at such office to such holder, or on such holder’s
written order, a certificate or certificates, if applicable, for the number of full shares
of Class A Stock issuable upon such exchange, and the Company shall deliver such shares of
Class B Stock to the Managing Member. Each exchange of Units and shares of Class B Stock
shall be deemed to have been effected on (i) the Business Day after the date on which the
Exchange Notice shall have been received by the Managing Member or the Transfer Agent, as
applicable (subject to receipt by the Managing Member or the Transfer Agent, as applicable,
within three Business Days thereafter of any required instruments of transfer as aforesaid)
or (ii) such later date specified in or pursuant to the Exchange Notice (such date
identified in clause (i) or (ii), as applicable, the “Exchange Date”), and the
Person or Persons in whose name or names any certificate or certificates for shares of
Class A Stock shall be issuable









 



5



upon such exchange as aforesaid shall be deemed to have become, on the Exchange Date,
the holder or holders of record of the shares represented thereby. Notwithstanding
anything herein to the contrary, any holder may withdraw or amend an exchange request, in
whole or in part, prior to the effectiveness of the exchange, at any time prior to 5:00
p.m., New York City time, on the Business Day immediately preceding the Exchange Date (or
any such later time as may be required by applicable Law) by delivery of a written notice
of withdrawal to the Transfer Agent, specifying (1) the certificate numbers of the
withdrawn Units and shares of Class B Stock, (2) if any, the number of Units and shares of
Class B Stock as to which the Exchange Notice remains in effect and (3) if the holder so
determines, a new Exchange Date or any other new or revised information permitted in an
Exchange Notice. An Exchange Notice may specify that the exchange is to be contingent
(including as to timing) upon the consummation of a purchase by another Person (whether in
a tender or exchange offer, an underwritten offering or otherwise) of shares of the Class A
Stock into which the Units and shares of Class B Stock are exchangeable, or contingent
(including as to timing) upon the closing of an announced merger, consolidation or other
transaction or event in which the Class A Stock would be exchanged or converted or become
exchangeable for or convertible into cash or other securities or property.




          (d) In the event one class or series of Emdeon Common Stock (the “Existing
Securities”) is converted into another class or series of Emdeon Common Stock (the
“New Securities”), then an H&F Continuing Member or eRx Member otherwise entitled
to receive Existing Securities upon exchange shall instead be entitled to receive on
exchange the amount of the New Securities that such Member would have received if the
exchange of Units had occurred immediately before the effective date of such event and the
Existing Securities received by such Member had been converted into the New Securities. No
adjustments in respect of dividends or distributions on any Unit will be made on the
exchange of any Unit, and if the Exchange Date with respect to a Unit occurs after the
record date for the payment of a dividend or other distribution on Units but before the
date of the payment, then the registered Member holding the Unit at the close of business
on the record date will be entitled to receive the dividend or other distribution payable
on the Unit on the payment date (without duplication of any distribution to which such
holder may be entitled under Section 5.2) notwithstanding the exchange of the Unit or the
default in payment of the dividend or distribution due on the Exchange Date.




          (e) The Managing Member shall at all times reserve and keep available out of its
authorized but unissued Equity Securities, solely for the purpose of issuance upon exchange
of Units and Class B Stock, such number of shares of Class A Stock that shall be issuable
upon the exchange of all such outstanding Units and Class B Stock; provided, that nothing
contained herein shall be construed to preclude the Managing Member from satisfying its
obligations in respect of the exchange of the Units for shares of Class A Stock by delivery
of purchased shares of Class A Stock which are held in the treasury of









 



6



the Managing Member. The Managing Member covenants that all shares of Class A Stock
that shall be issued upon exchange of Units and Class B Stock shall, upon issuance thereof,
be validly issued, fully paid and non-assessable.




          (f) The issuance of Class A Stock upon exchange of Units and Class B Stock, shall be
made without charge to the exchanging Members for any stamp or other similar tax in respect
of such issuance; provided, however, that if any such shares are to be issued in a name
other than that of the exchanging Member, then the Person or Persons requesting the
issuance thereof shall pay to the Managing Member the amount of any tax that may be payable
in respect of any transfer involved in such issuance or shall establish to the satisfaction
of the Managing Member that such tax has been paid or is not payable.




          (g) (i) Notwithstanding anything to the contrary in this Section 3.7, an exchanging
Member shall be deemed to have offered to sell, its or his Units and Class B Stock, as
described in the Exchange Notice to the Managing Member, and the Managing Member may, in
its sole and absolute discretion, solely by means of delivery of Call Election Notices
and/or Revocation Notices in accordance with, and subject to the terms of, this Section
3.7(g), elect to purchase directly and acquire such Units and Class B Stock, on the
Exchange Date by paying to the exchanging Member either (at the option of the Managing
Member in its sole and absolute discretion as specified in the then-applicable Call
Election Notice) (x) the Cash Amount for the shares of Class A Stock such exchanging Member
would otherwise receive pursuant to Section 3.7(a) or (y) that number of shares of Class A
Stock such exchanging Member would otherwise receive pursuant to Section 3.7(a), whereupon
the Managing Member shall, in the case of each of clauses (x) and (y), acquire the Units
and Class B Stock offered for exchange by the exchanging Member and shall be treated for
all purposes of this Agreement as the owner of such Units and Class B Stock. In the event
the Managing Member shall exercise its right to purchase Units and Class B Stock, in the
manner described in the first sentence of this Section 3.7(g), each of the exchanging
Member, the Company and the Managing Member, as the case may be, shall treat the
transaction between the Managing Member and the exchanging Member for federal income tax
purposes as a sale of the exchanging Member’s Units and Class B Stock to the Managing
Member. For purposes of this Section 3.7, “Cash Amount” means (A) only if the
Exchange Notice for the relevant exchange provides that the exchange is to be contingent
upon the consummation of a purchase by another Person (whether in a tender or exchange
offer or otherwise) of shares of the Class A Stock, the amount and type of cash or other
property (or combination of types of property) to which the exchanging Member would be
entitled to receive in such purchase; or (B) otherwise, an amount of cash per share of
Class A Stock equal to the Volume Weighted Average Price of such share of Class A Stock on
the date that the Exchange Notice is delivered to the Company or, if the Class A Stock is
not then listed on a national securities exchange, an amount of cash per share of Class A
Stock as agreed between the Company and the exchanging Member. The Managing Member may
only pay the Cash Amount from proceeds of the offering of a number of shares of Class A









 



7



Stock equal to the number of Units covered by such Exchange Notice or pro rata
distributions under Section 5.1(a).




          (ii) The Managing Member may at any time in its sole discretion deliver written notice
(a “Call Election Notice”) to each other Member setting forth its election to
exercise its call right as contemplated by this Section 3.7(g). Subject to the remainder
of this Section 3.7(g)(ii), a Call Election Notice will be effective until such time as the
Managing Member amends such Call Election Notice with a superseding Call Election Notice or
revokes such Call Election Notice by delivery of a written notice of revocation delivered
to each other Member (a “Revocation Notice”). A Call Election Notice may be
amended or revoked by the Managing Member at any time; provided that any Exchange Notice
delivered by a Member will not, without such Member’s written consent, be affected by the
subsequent delivery of a Revocation Notice or by an Exchange Notice that is not effective
until after the Exchange Date. Following delivery of a Revocation Notice, the Managing
Member may deliver a new Call Election Notice pursuant to this Section 3.7(g). The
delivery or amendment of a Call Election Notice shall not have the effect of causing the
call right under this Section 3.7(g) to be exercised with respect to Units exchangeable for
shares proposed to be sold in an underwritten offering, if the holders of such Units have
notified the Company prior to such delivery or amendment that they contemplate undertaking
such an underwritten offering (unless such holders otherwise agree in writing with the
Company). Any amendment of a Call Election Notice will not be effective until thirty (30)
Trading Days after its delivery to each Member (other than the Managing Member). The call
right under this Section 3.7(g) shall in all events be exercised in each of the following
cases either in full or not at all: (A) with respect to all Units of a Member subject to
any single Exchange Notice (including as amended) or (B) with respect to all Units held by
affiliated Members subject to any Exchange Notice(s) (including as amended) with the same
Exchange Date.




          (iii) Each Call Election Notice shall specify:




          (1) whether the Managing Member elects to pay in the Cash Amount or in shares of
Class A Stock,




          (2) the date from which it shall be effective (which shall be no earlier than
thirty (30) Trading Days after delivery),




          (3) whether and to what extent the call right will be exercised with respect to
exchanges made contingent upon the consummation of a purchase by another Person (in a
tender or exchange offer, underwritten offering or otherwise) of shares of the Class A
Stock to be issued in the exchange or to other contingent exchanges, and









 



8



          (4) at the option of the Managing Member, a limitation on the exercise of the call
to Exchange Notices covering a specified minimum or maximum number of Units.




          (h) If the Class A Stock is listed on a securities exchange, the Managing Member shall
use its reasonable best efforts to cause all Class A Stock issued upon an exchange of Units
to be listed on the same securities exchange at the time of such issuance.




          (i) No exchange pursuant to this Section 3.7 shall impair the right of the exchanging
Member to receive any distributions payable on the Units so exchanged in respect of a
record date that occurs prior to the Exchange Date for such exchange. For the avoidance of
doubt, no exchanging Member shall be entitled to receive, in respect of a single record
date, distributions or dividends both on Units exchanged by such Member and on Emdeon
Common Stock received by such Member in such exchange.”



          Section 5. New Members. Each of H&F GP, Sub 1 and Sub 2 (collectively, the “New
Members”) is hereby admitted as a Member of the Company. By its signature below, each of the
New Members hereby (i) agrees to be bound by the terms and provisions of the LLC Agreement (as
hereby amended), (ii) assumes all of its predecessor’s existing and future obligations arising
under or relating to the LLC Agreement (as hereby amended) and (iii) represents that the
acquisition of its interest in the Company was made in accordance with all applicable securities
laws and regulations.



          Section 6. Schedule of Members. Exhibit A to the LLC Agreement is hereby
deleted and replaced with Exhibit A to this Amendment.



          Section 7. Effectiveness. Except as provided in this Amendment, the LLC Agreement
shall continue in full force and effect.



          Section 8. Governing Law. This Amendment 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.



          Section 9. Counterparts. This Amendment may be executed in one or more counterparts
and all of such counterparts shall constitute one and the same agreement.



[Signature page to follow.]










 



 


          IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the day and year
first above written.



	 	 	 	 	 
	 	DIRECTORS:

 	 
	 	
 	 
	 	      Tracy Bahl 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	     Dinyar Devitre 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	      Mark Dzialga 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	      Philip Hammarskjold 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	      Jim Kever 	 
	 	 	 
	 
	 	 	 
	 	


 	 
	 	      Jonathan Korngold 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	      George Lazenby 	 
	 	 	 
	 
	 	 	 
	 	


 	 
	 	      Philip Pead 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	      Allen Thorpe 	 
	 	 	 
	 



[Signature page to Amendment No. 1 to

Fifth Amended and Restated LLC Agreement of EBS Master LLC]













 



 



	 	 	 	 	 
	 	COMPANY:



EBS MASTER LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title 	 
	 




[Signature page to Amendment No. 1 to

Fifth Amended and Restated LLC Agreement of EBS Master LLC]











 



 



	 	 	 	 	 
	 	MEMBERS:


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:  	
 	 
	 	 	Name:  	 	 
	 	 	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:  	
 	 
	 	 	Name:  	 	 
	 	 	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:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Managing Director 	 
	 




[Signature page to Amendment No. 1 to

Fifth Amended and Restated LLC Agreement of EBS Master LLC]












 



 



	 	 	 	 	 
	 	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:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Managing Director 	 
	 




[Signature page to Amendment No. 1 to

Fifth Amended and Restated LLC Agreement of EBS Master LLC]












 



 



	 	 	 	 	 
	 	EMDEON INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




[Signature page to Amendment No. 1 to

Fifth Amended and Restated LLC Agreement of EBS Master LLC]












 



 



	 	 	 	 	 
	 	EBS ACQUISITION II LLC 

 	 
	 	By:  	



 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




[Signature page to Amendment No. 1 to

Fifth Amended and Restated LLC Agreement of EBS Master LLC]












 



 



	 	 	 	 	 
	 	NEW MEMBERS:


HELLMAN & FRIEDMAN INVESTORS VI, L.P.

 	 
	 	By:  	Hellman & Friedman LLC,

its General Partner
 	 
	 	 	 
	 	By:  	



 	 
	 	 	Name:  	 	 
	 	 	Title:  	Managing Director 	 
	 




[Signature page to Amendment No. 1 to

Fifth Amended and Restated LLC Agreement of EBS Master LLC]












 



 



	 	 	 	 	 
	 	EBS HOLDCO I, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EBS HOLDCO II, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




[Signature page to Amendment No. 1 to

Fifth Amended and Restated LLC Agreement of EBS Master LLC]











 








Exhibit A




MEMBERS, BEGINNING NET CAPITAL, CAPITAL ACCOUNTS AND INTERESTS1




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage of Class of	 	 
	 	 	Beginning Net	 	Capital Account as	 	Units other than Grant	 	Units (other than	 	Date Issued by the
	Members	 	Capital	 	of July 2, 2009	 	Units	 	Grant Units)	 	Company
	Emdeon Inc.
	 	$	320,113,126	 	 	$	[                 ]	 	 	 	77,413,609.90	 	 	 	76.0	%	 	November 16, 2006 (52,000,000)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	February 8, 2008 (25,413,610.04)
	Hellman
& Friedman Capital Associates
VI, L.P.
	 	$	135,300	 	 	$	[                 ]	 	 	 	11,294.61	 	 	 	0.01	%	 	February 8, 2008
	Hellman
& Friedman Capital Executives
VI, L.P.
	 	$	1,197,200	 	 	$	[                 ]	 	 	 	99,940.18	 	 	 	0.1	%	 	February 8, 2008
	HFCP VI
Domestic AIV, L.P.
	 	$	267,734,100	 	 	$	[                 ]	 	 	 	22,349,977.04	 	 	 	21.9	%	 	February 8, 2008
	Hellman
& Friedman Investors VI, L.P.
	 	$	[                 ]	 	 	$	[                 ]	 	 	 	125,178	 	 	 	0.1	%	 	February 8, 2008







 




			
	1	 	To be updated.





Exhibit A - Page 1









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	Units other than Grant	 	 Percentage of Class of	 	 
	 	 	Beginning Net	 	Capital Account as	 	Units (Escrow/ Non-	 	Units (other than	 	Date Issued by the
	eRx Members	 	Capital	 	of July 2, 2009	 	Escrow/ Total)	 	Grant Units)	 	Company
	Fehring, James
	 	 	N/A	 	 	$	[                 ]	 	 	 	2,582/1,793/4,375	 	 	 	0.004	%	 	July 2, 2009
	Guld, Barry
	 	 	N/A	 	 	$	[                 ]	 	 	 	30,205/20,966/51,171	 	 	 	0.05	%	 	July 2, 2009
	Ingram, Michael
	 	 	N/A	 	 	$	[                 ]	 	 	 	9,181/6,373/15,554	 	 	 	0.02	%	 	July 2, 2009
	Lyle Holdings, LP
	 	 	N/A	 	 	$	[                 ]	 	 	 	275,424/ 191,183/ 466,607	 	 	 	0.46	%	 	July 2, 2009
	Mahoney, Kevin
	 	 	N/A	 	 	$	[                 ]	 	 	 	7,785/5,404/13,189	 	 	 	0.01	%	 	July 2, 2009
	National Health
Systems, Inc.
	 	 	N/A	 	 	$	[                 ]	 	 	 	262,662/ 182,324/ 444,986	 	 	 	0.44	%	 	July 2, 2009
	Now Technology, Inc.
	 	 	N/A	 	 	$	[                 ]	 	 	 	494,880/ 343,515/ 838,395	 	 	 	0.82	%	 	July 2, 2009
	Sage, Richard
	 	 	N/A	 	 	$	[                 ]	 	 	 	9,281/6,442/15,723	 	 	 	0.02	%	 	July 2, 2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL
	 	 	N/A	 	 	$	[                 ]	 	 	 	101,850,000.00	 	 	 	100.00	%	 	 	 	 





Exhibit A - Page 2











 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Members with	 	Beginning Net	 	Capital Account as of	 	Units Representing	 	Initial	 	Date Issued by the
	Profits Interests	 	Capital	 	July 2, 2009	 	Profits Interests	 	Hurdle Amount	 	Company
	EBS Executive Incentive

	 	$	0.00	 	 	$TBD	 	 	3,140,000	 	 	$	615,602,165	 	 	April 6, 2007
	Plan LLC
	 	 	 	 	 	 	 	 	 	Grant A Units	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	21,663	 	 	$1.2255 billion	 	May 26, 2009
	 
	 	 	 	 	 	 	 	 	 	Grant A-1 Units	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	320,379.3	 	 	$1.2255 billion	 	May 21, 2008
	 
	 	 	 	 	 	 	 	 	 	Grant B Units	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	400,000	 	 	$1.2255 billion	 	August 5, 2008
	 
	 	 	 	 	 	 	 	 	 	Grant B Units	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	600,000	 	 	$1.2255 billion	 	May 26, 2009
	 
	 	 	 	 	 	 	 	 	 	Grant B-1 Units	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	850,000	 	 	$1.2255 billion	 	May 26, 2009
	 
	 	 	 	 	 	 	 	 	 	Grant B-2 Units	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	250,000	 	 	$1.513017 billion	 	September 17, 2008
	 
	 	 	 	 	 	 	 	 	 	Grant C Units	 	 	 	 	 	 	 	 






Exhibit  A-Page 3











 








	 	 	 	 	 	 	 
	Grant Unit	 	 	 	 
	Class/Series	 	Cumulative Distributions	 	Grant Distribution Amount
	A

	 	Less than the Grant A Unit Hurdle Amount
	 	 	0	 
	 
	 	 	 	 	 	 
	 

	 	
Equal to or greater than
the Grant A Unit Hurdle
Amount and less than the
Grant B Unit Hurdle
Amount
	 	(Grant A Units
Outstanding/Total Units
other than Grant A-1, B
and C Units) X (Cumulative
Distributions – Grant A-1
Initial Distribution –
Grant A Hurdle Amount)

	 
	 	 	 	 	 	 
	 

	 	Equal to or greater than
the Grant B Unit Hurdle
Amount and less than the
Grant C Unit Hurdle
Amount
	 	(Grant A Units
Outstanding/ Total Units
other than Grant C Units)
X (Cumulative
Distributions – Grant A-1
Initial Distribution
–Grant B Unit Hurdle
Amount)

	 
	 	 	 	 	 	 
	 

	 	Equal to or greater than
the Grant C Unit Hurdle
Amount
	 	Percentage Interest X
(Cumulative Distributions
–Grant A-1 Initial
Distribution – Grant C
Unit Hurdle Amount – Grant
C Initial Distribution)

	 
	 	 	 	 	 	 
	A-1

	 	Less than the Grant B Unit Hurdle Amount
	 	 	0	 
	 
	 	 	 	 	 	 
	 

	 	
Equal to or greater than
the Grant B Unit Hurdle
Amount and less than the
Grant C Unit Hurdle
Amount
	 	Grant A-1 Initial
Distribution2 +
(Grant A-1 Units
Outstanding/Total Units
other than Grant C Units)
X (Cumulative
Distributions – Grant A-1
Initial Distribution –
Grant B Unit hurdle
Amount)

	 
	 	 	 	 	 	 
	 

	 	Equal to or greater than
the Grant C Unit Hurdle
Amount
	 	Percentage Interest X
(Cumulative Distributions
–Grant A-1 Initial
Distribution – Grant C
Unit Hurdle Amount — Grant
C Initial Distribution)

	 
	 	 	 	 	 	 
	B, B-1 and B-2

	 	Less than the Grant B Unit Hurdle Amount
	 	 	0	 
	 
	 	 	 	 	 	 
	 

	 	
Equal to or greater than
the Grant B Unit Hurdle
Amount and less than the
Grant C Unit Hurdle
Amount
	 	(Grant B Units
Outstanding/ Total Units
other than Grant C Units)
X (Cumulative
Distributions –Grant A-1
Initial Distribution –
Grant B Unit Hurdle
Amount)









 




			
	2	 	Grant A-1 Initial Distribution maximum= $85,000 x N,
where N= number of directors holding Director Grant A-1 Units.





Exhibit A – Page 4













 







	 	 	 	 	 	 	 
	Grant Unit	 	 	 	 
	Class/Series	 	Cumulative Distributions	 	Grant Distribution Amount
	 

	 	Equal to or greater than
the Grant C Unit 

Hurdle
Amount
	 	Percentage Interest X
(Cumulative Distributions
– Grant A-1 Initial
Distribution – Grant C
Unit Hurdle Amount – Grant
C Initial Distribution)

	 
	 	 	 	 	 	 
	C

	 	Less than the Grant C
Unit 

Hurdle Amount
	 	 	0	 
	 
	 	 	 	 	 	 
	 

	 	Equal to or greater than
the Grant C Unit Hurdle
Amount
	 	Grant C Initial
Distribution3 +
(Percentage Interest X
(Cumulative Distributions
–Grant A-1 Initial
Distribution – Grant C
Unit Hurdle Amount – Grant
C Initial Distribution))









 




			
	3	 	Grant C Initial Distribution = Percentage Interest X
(Grant C Unit Hurdle Amount – Grant B Unit Hurdle Amount)




Exhibit A – Page 5

















 




EXHIBIT
J


AMENDMENT NO. 2 TO




FIFTH AMENDED AND RESTATED




LIMITED LIABILITY COMPANY AGREEMENT

OF

EBS MASTER LLC




     This Amendment No. 2 (this “Amendment”) to the Fifth Amended and Restated Limited
Liability Company Agreement, dated as of July 2, 2009, of EBS Master LLC, a Delaware limited
liability company (the “Company”) (as amended by Amendment No. 1, dated as of [                    ],
2009, to such Fifth Amended and Restated Limited Liability Company Agreement, the “LLC
Agreement”), is being entered into as of                     , 2009. Capitalized terms used herein and
not otherwise defined have the respective meanings given them in the LLC Agreement.



     WHEREAS, in connection with the proposed initial public offering of common stock of Emdeon
Inc., a Delaware corporation (“Emdeon”), pursuant to the Reorganization Agreement, dated as
of [                    ], 2009, by and among Emdeon, the Company and the other parties thereto (as the same may
be amended or modified, the “Reorganization Agreement”), the Company has agreed to enter
into various reorganization transactions;



     WHEREAS, pursuant to the Amended and Restated EBS Executive Equity Incentive Plan (the
“Equity Plan”) and Section 3.3(c) of the LLC Agreement, the Company has issued Grant Units
to Plan Member;



     WHEREAS, pursuant to Sections IV.B and IX.B of the Equity Plan, the Managing Member has the
authority to adjust outstanding Grant Units as it deems equitable to reflect the occurrence of
certain events or transactions;



     WHEREAS, the Managing Member has determined that in connection with the reorganization
transactions, in order to preserve the potential benefits under the Equity Plan, the outstanding
Grant Units shall be adjusted into (i) vested and unvested Units and (ii) the TRA Rights, as
defined in the Reorganization Agreement (the “TRA Rights”); and



     WHEREAS, pursuant to its authority under the Company’s Amended and Restated EBS Incentive
Plan (the “Phantom Plan”), the Managing Member has determined that in connection with the
reorganization transactions, in order to preserve the potential benefits of awards granted under
the Phantom Plan (i) vested awards outstanding under the Phantom Plan shall be converted into
shares of Class A Common Stock, par value $0.00001 per share, of Emdeon (the “Class A
Stock”) and (ii) unvested awards outstanding under the Phantom Plan shall be converted into
unvested



 









 





2


restricted stock unit awards entitling the holder thereof to receive shares of Class A Stock
upon vesting;




     NOW THEREFORE, pursuant to Section 13.1 of the LLC Agreement, the LLC Agreement is hereby
amended as follows:



     Section 1. Grant Unit Adjustment. Effective as of the date hereof, all outstanding
Grant Units issued by the Company to Plan Member under the Equity Plan shall be adjusted into (i)
such number of vested and unvested Units as set forth on Exhibit A hereto and (ii) the TRA
Rights.



     Section 2. Schedule of Members. Exhibit A to the LLC Agreement is hereby
replaced with Exhibit A to this Amendment, solely to reflect the conversion of Grant Units
into vested and unvested Units.



     Section 3. Issuance of EBS Units to Emdeon. In connection with the issuance of Class
A Stock to holders of vested awards outstanding under the Phantom Plan, the Company hereby issues
                     Units to Emdeon.



     Section 4. Effectiveness. Except as provided in this Amendment, the LLC Agreement
shall continue in full force and effect.



     Section 5. Governing Law. This Amendment 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.



     Section 6. Counterparts. This Amendment may be executed in one or more counterparts
and all of such counterparts shall constitute one and the same agreement.



[Signature page to follow.]




 









 





     IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the day and year
first above written.



	 	 	 
	 

	 	DIRECTORS:
	 
	 	 
	 

	 	 
           Tracy
Bahl
	 
	 	 
	 

	 	 
	 

	 	          Dinyar Devitre
	 
	 	 
	 

	 	 
	 

	 	          Mark Dzialga
	 
	 	 
	 

	 	 
	 

	 	          Philip Hammarskjold
	 
	 	 
	 

	 	 
	 

	 	          Jim Kever
	 
	 	 
	 

	 	 
	 

	 	          Jonathan Korngold
	 
	 	 
	 

	 	 
	 

	 	          George Lazenby
	 
	 	 
	 

	 	 
	 

	 	          Philip Pead
	 
	 	 
	 

	 	 
	 

	 	          Allen Thorpe






[Signature page to Amendment No. 2 to

Fifth Amended and Restated LLC Agreement of EBS Master LLC]




 









 





	 	 	 	 	 
	 	COMPANY:



EBS MASTER LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title 	 
	 



[Signature page to Amendment No. 2 to

Fifth Amended and Restated LLC Agreement of EBS Master LLC]





 









 





	 	 	 	 	 	 	 
	 	 	MEMBERS:
	 
	 	 	 	 	 	 
	 	 	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:	 	 	 	 
	 	 	 	 	   
	 

	 	 	 	Name:	 	 
	 

	 	 	 	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:	 	 	 	 
	 	 	 	 	   
	 

	 	 	 	Name:	 	 
	 

	 	 	 	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:	 	 	 	 
	 	 	 	 	   
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:
	 	Managing Director






[Signature page to Amendment No. 2 to

Fifth Amended and Restated LLC Agreement of EBS Master LLC]




 









 





	 	 	 	 	 	 	 
	 	 	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:	 	 	 	 
	 	 	 	 	   
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:
	 	Managing Director
	 
	 	 	 	 	 	 
	 	 	HELLMAN & FRIEDMAN INVESTORS VI, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Hellman & Friedman LLC,
its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	   
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:
	 	Managing Director






[Signature page to Amendment No. 2 to

Fifth Amended and Restated LLC Agreement of EBS Master LLC]




 









 





	 	 	 	 	 
	 	EMDEON INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EBS HOLDCO I, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EBS HOLDCO II, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature page to Amendment No. 2 to

Fifth Amended and Restated LLC Agreement of EBS Master LLC]





 









 






Exhibit A





MEMBERS, BEGINNING NET CAPITAL AND INTERESTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage of Class of	 	 
	 	 	Beginning Net	 	Capital Account as	 	Units other than Grant	 	Units (other than	 	Date Issued by the
	Members	 	Capital	 	of July 2, 2009	 	Units	 	Grant Units)	 	Company
	Emdeon Inc.
	 	$	320,113,126	 	 	$	[   ]	 	 	 	77,413,609.90	 	 	 	%	 	 	November 16, 2006
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(52,000,000)
 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	February 8, 2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(25,413,610.04)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hellman & Friedman Capital Associates VI, L.P.
	 	$	135,300	 	 	$	[   ]	 	 	 	11,294.61	 	 	 	%	 	 	February 8, 2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hellman & Friedman Capital Executives VI, L.P.
	 	$	1,197,200	 	 	$	[   ]	 	 	 	99,940.18	 	 	 	%	 	 	February 8, 2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HFCP VI Domestic AIV, L.P.
	 	$	267,734,100	 	 	$	[   ]	 	 	 	22,349,977.04	 	 	 	%	 	 	February 8, 2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hellman & Friedman Investors VI, L.P.
	 	$	[   ]	 	 	$	[   ]	 	 	 	125,178	 	 	 	%	 	 	February 8, 2008







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Units other than Grant	 	Percentage of Class of	 	 
	 	 	Beginning Net	 	Capital Account as	 	Units (Escrow/ Non-	 	Units (other than	 	Date Issued by the
	eRx Members	 	Capital	 	of July 2, 2009	 	Escrow/ Total)	 	Grant Units)	 	Company
	James Fehring
	 	 	N/A	 	 	$	[ ]	 	 	 	2,582/1,793/4,375	 	 	 	%	 	 	July 2, 2009
	Barry Guld
	 	 	N/A	 	 	$	[ ]	 	 	 	30,205/20,966/51,171	 	 	 	%	 	 	July 2, 2009
	Michael Ingram
	 	 	N/A	 	 	$	[ ]	 	 	 	9,181/6,373/15,554	 	 	 	%	 	 	July 2, 2009
	Lyle Holdings, LP
	 	 	N/A	 	 	$	[ ]	 	 	 	275,424/191,183/466,607	 	 	 	%	 	 	July 2, 2009
	Kevin Mahoney
	 	 	N/A	 	 	$	[ ]	 	 	 	7,785/5,404/13,189	 	 	 	%	 	 	July 2, 2009
	National Health Systems, Inc.
	 	 	N/A	 	 	$	[ ]	 	 	 	262,662/182,324/444,986	 	 	 	%	 	 	July 2, 2009
	Now Technology, Inc.
	 	 	N/A	 	 	$	[ ]	 	 	 	494,880/343,515/838,395	 	 	 	%	 	 	July 2, 2009
	Richard Sage
	 	 	N/A	 	 	$	[ ]	 	 	 	9,281/6,442/15,723	 	 	 	%	 	 	July 2, 2009




Exhibit A - Page 1












 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Units other than Grant	 		 	 
	 	 	Beginning Net	 	Capital Account as	 	Units (Escrow/ Non-	 		 	Date Issued by the
	Management Members	 	Capital	 	of
[ ], 2009	 	Escrow/ Total)	 	 	 	Company
	George Lazenby
	 	 	N/A	 	 	$	[ ]	 	 	 	 	 	 	 	 	%	 	 	[ ], 2009	 
	Ed Caldwell
	 	 	N/A	 	 	$	[ ]	 	 	 	 	 	 	 	 	%	 	 	[ ], 2009	 
	Pat Coughlin
	 	 	N/A	 	 	$	[ ]	 	 	 	 	 	 	 	 	%	 	 	[ ], 2009	 
	Damien Creavin
	 	 	N/A	 	 	$	[ ]	 	 	 	 	 	 	 	 	%	 	 	[ ], 2009	 
	Philip Hardin
	 	 	N/A	 	 	$	[ ]	 	 	 	 	 	 	 	 	%	 	 	[ ], 2009	 
	Sajid Kahn
	 	 	N/A	 	 	$	[ ]	 	 	 	 	 	 	 	 	%	 	 	[ ], 2009	 
	Bob Newport
	 	 	N/A	 	 	$	[ ]	 	 	 	 	 	 	 	 	%	 	 	[ ], 2009	 
	Ben Scully
	 	 	N/A	 	 	$	[ ]	 	 	 	 	 	 	 	 	%	 	 	[ ], 2009	 
	Ryan Smith
	 	 	N/A	 	 	$	[ ]	 	 	 	 	 	 	 	 	%	 	 	[ ], 2009	 
	Gary Stuart
	 	 	N/A	 	 	$	[ ]	 	 	 	 	 	 	 	 	%	 	 	[ ], 2009	 
	Tracy Bahl
	 	 	N/A	 	 	$	[ ]	 	 	 	 	 	 	 	 	%	 	 	[ ], 2009	 
	Greg Stevens
	 	 	N/A	 	 	$	[ ]	 	 	 	 	 	 	 	 	%	 	 	[ ], 2009	 
	Frank Manzella
	 	 	N/A	 	 	$	[ ]	 	 	 	 	 	 	 	 	%	 	 	[ ], 2009	 
	Dinyar Devitre
	 	 	N/A	 	 	$	[ ]	 	 	 	 	 	 	 	 	%	 	 	[ ], 2009	 
	Jim Kever
	 	 	N/A	 	 	$	[ ]	 	 	 	 	 	 	 	 	%	 	 	[ ], 2009	 
	Phil Pead
	 	 	N/A	 	 	$	[ ]	 	 	 	 	 	 	 	 	%	 	 	[ ], 2009	 
	TOTAL
	 	 	N/A	 	 	$	[ ]	 	 	 	101,850,000.00         	 	 	 	100.00	%		 	 	 







Exhibit A - Page 2