AGREEMENT AND PLAN OF MERGER BY AND AMONG EBS MASTER LLC, ENVOY LLC, EMDEON MERGER SUB LLC ERX NETWORK, L.L.C. AND LONGHORN MEMBERS REPRESENTATIVE, LLC, AS THE MEMBERS’ REPRESENTATIVEEquity Holder Release • July 28th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of July 2, 2009, by and among EBS MASTER LLC, a Delaware limited liability company (the “Company”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (“HF Purchaser 1”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“HF Purchaser 2”), HFCP VI Domestic AIV, L.P., a Delaware limited partnership (“HF Purchaser 3”), H&F Harrington AIV I, L.P., a Delaware limited partnership (“HF Purchaser 4” and, together with HF Purchaser 1, HF Purchaser 2, HF Purchaser 3 and any HF Permitted Transferees, the “HF Members”), Emdeon Inc., a Delaware corporation (“Existing GA Member”), EBS Acquisition II LLC, a Delaware limited liability company (“GA Purchaser II” and, together with Existing GA Member and any GA Permitted Transferees, the “GA Members”), EBS Executive Incentive Plan LLC,
