JOINDER TO STOCKHOLDERS AGREEMENT
Exhibit 10.2
JOINDER TO
Reference is made to that certain Stockholders Agreement, dated as of November 2, 2011, by and among Change Healthcare, Inc. (a Delaware corporation formerly known as Beagle Parent Corp. (the “Company”)), Change Intermediate Holdings, Inc. (a Delaware corporation formerly known as Beagle Intermediate Holdings, Inc.), Change Healthcare Holdings, Inc. (a Delaware corporation formerly known as Emdeon Inc., successor by merger to Beagle Acquisition Corp.) and the Stockholders from time to time party thereto (the “Stockholders Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Stockholders Agreement.
On or about the date hereof, the undersigned (the “Transferee”) has received shares of the common stock of the Company from Blackstone. Pursuant to Sections 4.2 and 4.6 of the Stockholders Agreement, the Transferee hereby agrees to join, become a party to and be bound by, as a Sponsor, the Stockholders Agreement. Transferee further acknowledges and agrees (i) that all such Shares shall remain Sponsor Shares and shall be subject to all of the provisions of the Stockholders Agreement, and (ii) that it shall assume, with respect to such Company Shares, all of Blackstone’s rights and obligations under the Stockholders Agreement and any other agreement or instrument executed by Blackstone in respect of the Company Shares.
| CHANGE AGGREGATOR L.P. | ||
| By: | Change Aggregator GP L.L.C., its general partner | |
| By: | Blackstone Management Associates VI L.L.C., its managing member | |
| By: | BMA VI L.L.C., its sole member | |
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Senior Managing Director | ||
| Acknowledged and Agreed: | ||
| CHANGE HEALTHCARE, INC. | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxx | |
| Title: | General Counsel and Secretary | |
JOINDER TO
Reference is made to that certain Stockholders Agreement, dated as of November 2, 2011, by and among Change Healthcare, Inc. (a Delaware corporation formerly known as Beagle Parent Corp. (the “Company”)), Change Intermediate Holdings, Inc. (a Delaware corporation formerly known as Beagle Intermediate Holdings, Inc.), Change Healthcare Holdings, Inc. (a Delaware corporation formerly known as Emdeon Inc., successor by merger to Beagle Acquisition Corp.) and the Stockholders from time to time party thereto (the “Stockholders Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Stockholders Agreement.
On or about the date hereof, the undersigned (the “Transferee”) has received shares of the common stock of the Company from H&F. Pursuant to Sections 4.2 and 4.6 of the Stockholders Agreement, the Transferee hereby agrees to join, become a party to and be bound by, as a Sponsor, the Stockholders Agreement. Transferee further acknowledges and agrees (i) that all such Shares shall remain Sponsor Shares and shall be subject to all of the provisions of the Stockholders Agreement, and (ii) that it shall assume, with respect to such Company Shares, all of H&F’s rights and obligations under the Stockholders Agreement and any other agreement or instrument executed by H&F in respect of the Company Shares.
| H&F ECHO HOLDINGS, L.P. | ||
| By: | H&F Echo GP, L.L.C., its general partner | |
| By: | Xxxxxxx & Xxxxxxxx Investors VI, L.P., its managing member | |
| By: | Xxxxxxx & Xxxxxxxx LLC, its general partner | |
| By: | /s/ P. Xxxxxx Xxxxxxxxx | |
| Name: P. Xxxxxx Xxxxxxxxx | ||
| Title: Managing Director | ||
| Acknowledged and Agreed: | ||
| CHANGE HEALTHCARE, INC. | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxx | |
| Title: | General Counsel and Secretary | |
