INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement is effective as of [ ], 2019 (this “Agreement”) and is between Change Healthcare Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE HCIT HOLDINGS, INC. AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLANNonqualified Stock Option Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) by and between HCIT Holdings, Inc., a Delaware corporation (the “Company”), and the individual named on the signature page hereto (the “Participant”) is made as of the date set forth on such signature page.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of March 1, 2017, is made by and between McKesson Corporation, a Delaware corporation (“MCK”) and Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (“NewCo”). Capitalized terms used in this Agreement but not otherwise defined in this Agreement have the meaning assigned to such terms in the Contribution Agreement (as defined below).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHANGE HEALTHCARE LLC DATED AS OF MARCH 1, 2017Limited Liability Company Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “Company”), is made as of March 1, 2017, by and among (i) PF2 IP LLC, a Delaware limited liability company (“MCK IPCo”), (ii) PF2 PST Services Inc., a Delaware corporation (“PST”, and together with MCK IPCo, the “MCK Members”), (iii) HCIT Holdings, Inc., a Delaware corporation newly formed by the Echo Shareholders (as defined below) (“Echo”, and together with the MCK Members, the “Initial Members”), (iv) the Company, (v) each other Person who at any time becomes a Member in accordance with the terms of this Agreement and the Act and (vi) Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company, Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company, Change Healthcare, Inc., a Delaware corporation
AGREEMENT OF CONTRIBUTION AND SALE dated as of June 28, 2016 by and among PF2 NEWCO LLC PF2 NEWCO INTERMEDIATE HOLDINGS, LLC PF2 NEWCO HOLDINGS, LLC MCKESSON CORPORATION HCIT HOLDINGS, INC. CHANGE HEALTHCARE, INC. CHANGE AGGREGATOR L.P. and H&F ECHO...Agreement of Contribution and Sale • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
EIS TO NEWCO TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of March 1, 2017, is made by and between McKesson Corporation, a Delaware corporation (“MCK”) and Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (“NewCo”). Capitalized terms used in this Agreement but not otherwise defined in this Agreement have the meaning assigned to such terms in the Contribution Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2017, by and among Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (together with its successors and assigns, the “Company”), Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company, Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company, Change Healthcare Holdings, Inc., a Delaware corporation, Change Healthcare Operations, LLC, a Delaware limited liability company, Change Healthcare Solutions, LLC, a Delaware limited liability company, Change Healthcare Finance, Inc., a Delaware corporation, McKesson Technologies LLC, a Delaware limited liability company, PST Services LLC, a Georgia limited liability company (collectively, the “Company Parties”), the MCK Members (as defined below), the Sponsor Holders (as defined below), HCIT Holdings, Inc., a Delaware corporation
STOCKHOLDERS AGREEMENT BY AND AMONG HCIT HOLDINGS, INC., CHANGE HEALTHCARE LLC, MCKESSON CORPORATION, AND THE SPONSORS, OTHER INVESTORS AND MANAGERS NAMED HEREIN DATED AS OF MARCH 1, 2017Stockholders Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
THIS STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of March 1, 2017, is made by and among:
DATA LICENSE AGREEMENTData License Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
This DATA LICENSE AGREEMENT (“Agreement”), effective as of February 28, 2017 (the “Effective Date”), is made by and between eRx Network, LLC, a Delaware limited liability company (“Connect LLC”), and Change Healthcare, Inc., a Delaware corporation (“Licensee”). Connect LLC and Licensee are sometimes referred to each as a “Party” and collectively as the “Parties”. Capitalized terms have the meanings given to them in Section 1 or elsewhere in this Agreement.
OPTION TO ENTER INTO A PURCHASE AGREEMENTOption to Enter Into a Purchase Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
This Option to Enter into a Purchase Agreement (this “Agreement”) is entered into as of February 28, 2017, by and among (i) eRx Network Holdings, Inc., a Delaware corporation (“Echo Connect Holdings”), eRx Network, LLC, a Delaware limited liability company and a wholly owned subsidiary of eRx Network Holdings (“Connect LLC”; and together with Echo Connect Holdings, the “Connect Parties”) (ii) Change Healthcare, Inc., a Delaware corporation (“Echo Holdco”), Change Healthcare Solutions, LLC, a Delaware limited liability company (“Change Solutions” and together with Echo Holdco, the “Echo Parties”), Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company (“Change Intermediate”), Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company (“Change Holdings”), Change Healthcare Holdings, Inc., a Delaware corporation, Change Healthcare Operations, LLC, a Delaware limited liabilit
AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (REORGANZATIONS) among EMDEON INC., H&F ITR HOLDCO, L.P., BEAGLE PARENT LLC, and GA-H&F ITR HOLDCO, L.P. Dated as of November 2, 2011Tax Receivable Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • New York
This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (REORGANIZATIONS) (this “Agreement”), dated as of November 2, 2011, is hereby entered into by and among Emdeon Inc., a Delaware corporation (the “Corporate Taxpayer”), H&F ITR Holdco, L.P., a Delaware limited partnership (the “HF ITR Entity”), Beagle Parent LLC, a Delaware limited liability company (the “BX ITR Entity”), GA-H&F ITR Holdco, L.P., a Delaware limited partnership (the “ITR Entity”), and each of the successors and assigns thereto.
FIRST AMENDMENT TO TAX RECEIVABLE AGREEMENT (MANAGEMENT)Tax Receivable Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation
This First Amendment (the “Amendment”) dated as of November 2, 2011 to the Tax Receivable Agreement (Management) dated as of August 17, 2009 (the “Tax Receivable Agreement”), is by and among Emdeon, Inc., a Delaware corporation (the “Corporate Taxpayer”) and the Equity Plan Members (as defined in the Tax Receivable Agreement). Capitalized terms used herein and not defined shall have their respective meanings as defined in the Tax Receivable Agreement.
REPLACEMENT TRANCHE I NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE HCIT HOLDINGS, INC. 2009 EQUITY INCENTIVE PLANReplacement Tranche I Nonqualified Stock Option Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
THIS TRANCHE I STOCK OPTION AGREEMENT (the “Agreement”) between HCIT Holdings, Inc., a Delaware corporation (the “Company”), Change Healthcare, Inc., a Delaware corporation (“Change”), and the individual named on the signature page hereto (the “Participant”) is made as of the date set forth on such signature page.
REPLACEMENT VESTED STOCK APPRECIATION RIGHTS AGREEMENT UNDER THE HCIT HOLDINGS, INC. 2009 EQUITY INCENTIVE PLANReplacement Vested Stock Appreciation Rights Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
THIS VESTED STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”) between HCIT Holdings, Inc., a Delaware corporation (the “Company”), Change Healthcare, Inc., a Delaware corporation (“Change”), the individual named on the signature page hereto (the “Participant”) and solely for the purposes of Section 4(b), Section 6, Section 9 and Section 10 of this Agreement, the entities identified on the signature page hereto (the “Sponsor Entities”), is made as of the date set forth on such signature page.
REPLACEMENT UNVESTED STOCK APPRECIATION RIGHTS AGREEMENT UNDER THE HCIT HOLDINGS, INC. 2009 EQUITY INCENTIVE PLANReplacement Unvested Stock Appreciation Rights Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
THIS UNVESTED STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”) between HCIT Holdings, Inc., a Delaware corporation (the “Company”), Change Healthcare, Inc., a Delaware corporation (“Change”), the individual named on the signature page hereto (the “Participant”) and solely for the purposes of Section 4(b), Section 6, Section 9 and Section 10 of this Agreement, the entities identified on the signature page hereto (the “Sponsor Entities”), is made as of the date set forth on such signature page.
REPLACEMENT 2.5X RESTRICTED STOCK GRANT UNDER THE HCIT HOLDINGS, INC. 2009 EQUITY INCENTIVE PLANRestricted Stock Grant Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
THIS 2.5X RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”) between HCIT Holdings, Inc., a Delaware corporation (the “Company”), Change Healthcare, Inc., a Delaware corporation (“Change”), and the individual named on the signature page hereto (the “Participant”) is made as of the date set forth on such signature page.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Tennessee
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), effective as of June 3, 2017 (the “Effective Date”), by and between CHANGE HEALTHCARE LLC, a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates), and NEIL DE CRESCENZO (“Executive”).
PURCHASE CONTRACT AGREEMENT Dated as of July 1, 2019 between CHANGE HEALTHCARE INC. and U.S. BANK N.A., as Purchase Contract Agent, as Attorney-in-Fact for the Holders of Equity-Linked Securities from time to time as provided herein and as Trustee...Purchase Contract Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • New York
PURCHASE CONTRACT AGREEMENT, dated as of July 1, 2019 between CHANGE HEALTHCARE INC., a Delaware corporation (the “Company”), and U.S. BANK N.A., a national banking association acting as purchase contract agent and attorney-in-fact for the Holders of Equity-Linked Securities (as defined herein) from time to time (the “Purchase Contract Agent”) and as trustee under the Indenture (as defined herein).
