NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE HCIT HOLDINGS, INC. AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLANNonqualified Stock Option Agreement • October 31st, 2019 • PF2 SpinCo LLC • 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 • PF2 SpinCo LLC • 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).
AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (EXCHANGES) 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 • PF2 SpinCo LLC • Services-computer processing & data preparation • New York
This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (EXCHANGES) (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.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 31st, 2019 • PF2 SpinCo LLC • Services-computer processing & data preparation
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of February 28, 2017, is made by and between Change Healthcare, Inc., a Delaware corporation (“Change Healthcare”) and eRx Network, LLC, a Delaware limited liability company (“Connect LLC”). Capitalized terms used in this Agreement but not otherwise defined in this Agreement or in Annex A attached hereto have the meaning assigned to such terms in the Contribution Agreement.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 31st, 2019 • PF2 SpinCo LLC • 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).
The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.Security Agreement • October 31st, 2019 • PF2 SpinCo LLC • Services-computer processing & data preparation • New York
SECURITY AGREEMENT dated as of March 1, 2017, among the Grantors (as defined below) and Bank of America, N.A., as Collateral Agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
CROSS LICENSE AGREEMENTCross License Agreement • October 31st, 2019 • PF2 SpinCo LLC • Services-computer processing & data preparation
This CROSS LICENSE AGREEMENT (this “Agreement”), dated as of March 1, 2017 (the “Closing Date”), is entered into by and among Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “NewCo”), eRx Network, LLC, Delaware corporation (“Echo Connect”), and McKesson Corporation, a Delaware Corporation (“MCK”). NewCo, Echo Connect, MCK each may be referred to herein individually as a “Party” and collectively as the “Parties.”
TAX RECEIVABLE AGREEMENT among Change Healthcare LLC (f/k/a PF2 Newco LLC), PF2 IP LLC, PF2 PST Services, Inc., McKesson Corporation and HCIT Holdings, Inc., Dated as of March 1, 2017Tax Receivable Agreement • October 31st, 2019 • PF2 SpinCo LLC • Services-computer processing & data preparation • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of March 1, 2017, is hereby entered into by and among (i) Change Healthcare LLC (f/k/a PF2 Newco LLC), a Delaware limited liability company (the “Company”), (ii) PF2 IP LLC, a Delaware limited liability (“IPCo”), (iii) PF2 PST Services, Inc., a Delaware corporation (“New PST”), each of the other persons from time to time party hereto (the “TRA Parties”), (iv) McKesson Corporation, a Delaware corporation (“MCK”), in its capacity as MCK Representative, (v) solely for purposes of Sections 2.03, 2.04, Section 7.07 and 7.10 and Article 6 hereof, HCIT Holdings, Inc., a Delaware corporation (“Echo”) and (vi) Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company (“Intermediate Holdings”), Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company (“Holdings”), Change Healthcare Holdings, Inc., a Delaware corporation, Cha
AMENDED AND RESTATED LETTER AGREEMENT RELATING TO AGREEMENT OF CONTRIBUTION AND SALELetter Agreement • October 31st, 2019 • PF2 SpinCo LLC • Services-computer processing & data preparation
THIS AMENDED AND RESTATED LETTER AGREEMENT (this “Letter Agreement”) is dated as of September 28, 2018, by and between McKesson Corporation, a Delaware corporation (“MCK”), PF2 IP LLC, a Delaware limited liability company (“MCK IPCo”), PF2 PST Services Inc., a Delaware corporation (“PST”, and together with MCK IPCo, the “MCK Members”), HCIT Holdings, Inc., a Delaware corporation (“Echo”), Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “Company”), and Change Healthcare Holdings, LLC (the “Parent Borrower”). MCK, the MCK Members, Echo, the Company, and the Parent Borrower, together, are referred to herein as the “Parties”.
TAX RECEIVABLE AGREEMENT among Change Healthcare, Inc., HCIT Holdings, Inc., Change Healthcare LLC, and the other parties named herein Dated as of February 28, 2017Tax Receivable Agreement • October 31st, 2019 • PF2 SpinCo LLC • Services-computer processing & data preparation • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of February 28, 2017, is hereby entered into by and among Change Healthcare, Inc., a Delaware corporation (the “Corporate Taxpayer”), HCIT Holdings, Inc., a Delaware corporation (“Echo”), Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “JV”), Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership VI L.P., Blackstone Family Investment Partnership VI-ESC L.P. (the “Blackstone Representatives”), H&F Harrington AIV II, L.P., HFCP VI Domestic AIV, L.P., Hellman & Friedman Investors VI, L.P., Hellman & Friedman Capital Executives VI, L.P., Hellman & Friedman Capital Associates VI, L.P. (the “H&F Representatives” and, collectively, the “Change Shareholder Representatives”), the shareholders of the Corporate Taxpayer who become a party hereto by executing a joinder hereto in the form of Exhibit A hereto (collectively, and together with the H&F Representatives and the Blackst
TAX RECEIVABLE AGREEMENT (MANAGEMENT) among EMDEON INC. and THE PERSONS NAMED HEREIN Dated as of August 17, 2009Tax Receivable Agreement • October 31st, 2019 • PF2 SpinCo LLC • Services-computer processing & data preparation • New York
This TAX RECEIVABLE AGREEMENT (MANAGEMENT) (this “Agreement”), dated as of August 17, 2009, is hereby entered into by and among Emdeon Inc., a Delaware corporation (the “Corporate Taxpayer”), and each of the persons from time to time party hereto.
The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.Credit Agreement • October 31st, 2019 • PF2 SpinCo LLC • Services-computer processing & data preparation
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of March 1, 2017, among CHANGE HEALTHCARE INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company, CHANGE HEALTHCARE HOLDINGS, LLC, a Delaware limited liability company (the “Parent Borrower”), CHANGE HEALTHCARE, INC., a Delaware corporation (“Change Parent”), CHANGE HEALTHCARE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Change Holdings”), CHANGE HEALTHCARE HOLDINGS, INC., a Delaware corporation (“Change Healthcare”), CHANGE HEALTHCARE OPERATIONS, LLC, a Delaware limited liability company (“CHO”), CHANGE HEALTHCARE SOLUTIONS, LLC, a Delaware limited liability company (“Change Solutions,” and together with CHO, Change Healthcare, Change Holdings, Change Parent and the Parent Borrower, collectively, the “Borrowers” and each, a “Borrower”), the Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative A
REPLACEMENT TRANCHE III NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE HCIT HOLDINGS, INC. 2009 EQUITY INCENTIVE PLANReplacement Tranche Iii Nonqualified Stock Option Agreement • October 31st, 2019 • PF2 SpinCo LLC • Services-computer processing & data preparation • Delaware
THIS TRANCHE III 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.
The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.Employment Agreement • October 31st, 2019 • PF2 SpinCo LLC • Services-computer processing & data preparation • British Columbia
This letter agreement (the “Agreement”) summarizes and confirms the terms and conditions for your position created as a result of your present employer, McKesson Medical Imaging Company, currently doing business as Imaging and Workflow Solutions (“IWS Canada”), becoming part of the joint venture between McKesson Corporation and Change Healthcare (the “Joint Venture”). You acknowledge that the present terms and conditions of your employment with IWS Canada will remain in effect until closing of this transaction (the “Closing Date”), anticipated in the first quarter of 2017; at which time the terms of this Agreement will prevail.
REPLACEMENT TRANCHE II NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE HCIT HOLDINGS, INC. 2009 EQUITY INCENTIVE PLANReplacement Tranche Ii Nonqualified Stock Option Agreement • October 31st, 2019 • PF2 SpinCo LLC • Services-computer processing & data preparation • Delaware
THIS TRANCHE II 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.
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PF2 SPINCO LLCLimited Liability Company Agreement • October 31st, 2019 • PF2 SpinCo LLC • Services-computer processing & data preparation
THIS FIRST AMENDED AND RESTATED LIMITED LIABIITY COMPANY AGREEMENT OF PF2 SPINCO LLC (this “Agreement”) is entered into effective as of October 4, 2019 (the “Effective Date”), by and between PF2 SpinCo LLC, a Delaware limited liability company (the “Company”), and McKesson Corporation, a Delaware corporation and the sole member of the Company (the “Member”).
WAIVER AND AMENDMENT TO STOCKHOLDERS AGREEMENT, LIMITED LIABILITY COMPANY AGREEMENT AND OPTION TO PURCHASEStockholders Agreement, Limited Liability Company Agreement and Option to Purchase • October 31st, 2019 • PF2 SpinCo LLC • Services-computer processing & data preparation • Delaware
This Waiver and Amendment (this “Waiver and Amendment”) to (i) that certain Stockholders Agreement by and among Change Healthcare Inc. (f/k/a HCIT Holdings, Inc.) (“Change Healthcare Inc.”), Change Healthcare LLC, McKesson Corporation (“McK”) and the Sponsors, Other Investors and Managers named therein, dated as of March 1, 2017 (the “Stockholders Agreement”), (ii) that certain Third Amended and Restated Limited Liability Company Agreement of Change Healthcare LLC, dated as of March 1, 2017 (the “LLCA”) and (iii) that certain Option to Enter into a Purchase Agreement by and among the Connect Parties named therein, the Company Parties named therein, the Sponsors named therein and the Echo Shareholders named therein, dated as of February 28, 2017 (the “Option to Purchase”), is entered into as of May 30, 2019 by and among Change Healthcare Inc., Change Healthcare LLC, McK, Change Healthcare Solutions, LLC and the requisite holders of Echo Shares (as defined in the Stockholders Agreement)
AGREEMENT AND PLAN OF MERGER OF PF2 SPINCO LLC (A DELAWARE LIMITED LIABILITY COMPANY) WITH AND INTO HCIT HOLDINGS, INC. (A DELAWARE CORPORATION)Merger Agreement • October 31st, 2019 • PF2 SpinCo LLC • Services-computer processing & data preparation
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 20, 2016 by and between PF2 SpinCo LLC, a Delaware limited liability company to be converted to a Delaware corporation following the date hereof (“SpinCo”), HCIT Holdings, Inc., a Delaware corporation (“Echo”), and McKesson Corporation, a Delaware corporation (“MCK”).
