THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHANGE HEALTHCARE LLC DATED AS OF MARCH 1, 2017Limited Liability Company Agreement • March 7th, 2017 • McKesson Corp • Wholesale-drugs, proprietaries & druggists' sundries • 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
AMENDMENT NO. 1 TO AGREEMENT OF CONTRIBUTION AND SALEAgreement of Contribution and Sale • March 7th, 2017 • McKesson Corp • Wholesale-drugs, proprietaries & druggists' sundries
This Amendment No. 1 to Agreement of Contribution and Sale (this “Amendment”) is entered into as of March 1, 2017 by and among Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “Company”), 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”), HCIT Holdings, Inc., a Delaware corporation (“Echo”), Change Healthcare, Inc., a Delaware corporation (“Echo Holdco”), for itself and in its capacity as Echo Representative, certain affiliates of The Blackstone Group, L.P. (“BX”), certain affiliates of Hellman & Friedman LLC (“H&F” and, together with BX and the other equityholders of Echo Holdco, the “Echo Shareholders”), and McKesson Corporation, a Delaware corporation (“MCK”).
