SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EBS MASTER LLC

Exhibit 10.3

Execution Copy

SIXTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

EBS MASTER LLC

DATED AS OF AUGUST 17, 2009

Table of Contents

SIXTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

EBS MASTER LLC

          This SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “ Agreement ”) is entered into as of August 17, 2009, by and among EBS MASTER LLC, a Delaware limited liability company (the “ Company ”), and the Persons listed on Schedule I from time to time, pursuant to the provisions of the Act, on the following terms and conditions. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

RECITALS

           WHEREAS , the Company was formed pursuant to a Certificate of Formation filed in the office of the Secretary of State of the State of Delaware on September 20, 2006 and is currently governed by the Fifth Amended and Restated Limited Liability Company Agreement, dated as of July 2, 2009, of the Company, as amended by Amendment No. 1 and Amendment No. 2 thereto (as so amended, the “ Fifth Amended LLC Agreement ”);

           WHEREAS , pursuant to the terms of the Reorganization Agreement, the parties thereto have agreed to consummate the reorganization of the Company contemplated by Section 7.4 of the Fifth Amended LLC Agreement and to take the other actions contemplated in such Reorganization Agreement (collectively, the “ Reorganization ”);

           WHEREAS , in connection with the Reorganization, among other things:

               (i) on September 2, 2008, EBS Acquisition LLC was converted into a Delaware corporation and changed its name to Emdeon Inc. (as so converted, “ Pubco ”);

               (ii) H&F Harrington AIV I, L.P. was dissolved and distributed its Units to Hellman & Friedman Investors VI, L.P., a Delaware limited partnership (“ H&F GP ”), and H&F Harrington, Inc., a Delaware corporation (“ Harrington ”);

               (iii) Harrington merged with and into EBS Holdco II, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Pubco (“ HF Pubco Sub ”), and HF Pubco Sub succeeded to the Units held by Harrington;

               (iv) EBS Acquisition II LLC merged with and into EBS Holdco I, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Pubco (“ GA Pubco Sub ”), and GA Pubco Sub succeeded to the Units held by EBS Acquisition II LLC;

               (v) the Plan Member was liquidated and the Management Members received Unvested Units and Vested Units in exchange for their interests in the Plan Member; and

               (vi) the Company’s Amended and Restated EBS Incentive Plan and its rights, authorities and obligations thereunder were transferred to and assumed by Pubco, outstanding vested awards thereunder were converted into shares of Class A Stock, and the unvested awards thereunder were converted into unvested restricted stock unit awards entitling the holder thereof to receive shares of Class A Stock upon vesting;

           WHEREAS , following the transactions set forth above, the Members of the Company consist of those Persons listed on Schedule I as of the date hereof;

           WHEREAS , in connection with the Reorganization, Pubco is issuing shares of Class A Stock to the public in the initial underwritten public offering of shares of its stock (the “ IPO ”), and contributing a portion of the net proceeds received by it from the IPO to the Company in exchange for a number of Units equal to the number of shares of Class A Stock issued in the IPO for such proceeds;

           WHEREAS , in connection with the Reorganization, Pubco is issuing shares of its Class B Stock to the H&F Continuing Members, each of which shares of Class B Stock, together with a corresponding Unit, may be exchanged with the Company for one share of Class A Stock;

           WHEREAS , in connection with the Reorganization, Pubco is issuing shares of its Class B Stock to (i) the Management Members, each of which shares of Class B Stock, together with a corresponding Vested Unit, may be exchanged with the Company for one share of Class A Stock and (ii) the eRx Members, each of which shares of Class B Stock, together a corresponding Unit, may be exchanged with the Company for one share of Class A Stock;

           WHEREAS , the Members of the Company desire that Pubco continue as the sole managing Member of the Company (in its capacity as managing Member as well as in any other capacity, the “ Managing Member ”);

           WHEREAS , the Members of the Company desire to amend and restate the Fifth Amended LLC Agreement; and

           WHEREAS , this Agreement shall supersede the Fifth Amended LLC Agreement in its entirety as of the date hereof.

           NOW THEREFORE , in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

ARTICLE I
DEFINITIONS

          Section 1.1 Definitions (a) . As used in this Agreement and the Schedules and Exhibits attached to this Agreement, the following definitions shall apply:

          “ Act ” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (or any corresponding provisions of succeeding law).

          “ Action ” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.

          “ Adjusted Basis ” has the meaning given such term in Section 1011 of the Code.

          “ Adjusted Capital Account Deficit ” means the deficit balance, if any, in such Member’s Capital Account at the end of any Fiscal Year, with the following adjustments:

(a) credit to such Capital Account any amount that such Member is obligated to restore under Treasury Regulations Section 1.704-1(b)(2)(ii)(c), as well as any addition thereto pursuant to the next to last sentences of the Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) after taking into account thereunder any changes during such year in Company Minimum Gain and in the minimum gain attributable to any Member Nonrecourse Debt; and

(b) debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

This definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith.

          “ Affiliate ” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. The term “ affiliated ” shall have the correlative meaning. For purposes of this Agreement, (a) the H&F Continuing Members, H&F AIV II, HF Fund I, HF Fund II, HF Fund III, HF Fund IV, HF Fund V, HF Fund VI, HF Fund VII and H&F shall each be deemed to be Affiliates of one another, (b) no portfolio company of GA LLC (or its Affiliates) shall be deemed or treated as an

Affiliate of the Managing Member, GA LLC (or its Affiliates), or the Company and (c) no portfolio company of H&F (or its Affiliates) shall be deemed or treated as an Affiliate of the H&F Continuing Members, H&F AIV II, the Managing Member or the Company.

          “ Agreement ” has the meaning set forth in the preamble.

          “ Annual Target Tax Distribution ” has the meaning set forth in Section 5.2(a).

          “ beneficially own ” and “ beneficial owner ” shall be as defined in Rule 13d-3 of the rules promulgated under the Exchange Act.

          “ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York.

          “ Capital Account ” means, with respect to any Member, the Capital Account maintained for such Member in accordance with Section 3.4 of this Agreement.

          “ Capital Contributions ” means, with respect to any Member, the amount of cash and the initial Gross Asset Value of any property (other than cash) contributed to the Company with respect to the Units held or purchased by such Member.

          “ Cash Amount ” has the meaning assigned to it in Section 3.7(g).

          “ Certificate of Incorporation ” means the Amended and Restated Certificate of Incorporation of the Managing Member, as in effect on the date hereof and as the same may be amended or restated from time to time.

          “ Class A Stock ” shall, as applicable, (i) mean the Class A Common Stock, par value $0.00001 per share, of the Managing Member or (ii) following any consolidation, merger, reclassification or other similar event involving the Managing Member, mean any shares or other securities of the Managing Member or any other Person or cash or other property that become payable in consideration for the Class A Stock or into which the Class A Stock is exchanged or converted as a result of such consolidation, merger, reclassification or other similar event.

          “ Class B Stock ” shall, as applicable, (i) mean the Class B Common Stock, par value $0.00001 per share, of the Managing Member or (ii) following any consolidation, merger, reclassification or other similar event involving the Managing Member, mean any shares or other securities of the Managing Member or any other Person or cash or other property that become payable in consideration for the Class B Stock or into which the Class B Stock is exchanged or converted as a result of such consolidation, merger, reclassification or other similar event.

          “ Code ” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law.)

          “ Company ” has the meaning set forth in the preamble to this Agreement.

          “ Company Minimum Gain ” has the meaning of “partnership minimum gain” set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d). It is further understood that Company Minimum Gain shall be determined in a manner consistent with the rules of Regulations Section 1.702-2(b)(2) including the requirement that if the adjusted Gross Asset Value of property subject to one or more Nonrecourse Liabilities differs from its adjusted tax basis, Company Minimum Gain shall be determined with reference to such Gross Asset Value.

          “ Confidential Information ” has the meaning set forth in Section 11.6.

          “ Contract ” means any written agreement, contract, lease, sublease, license, sublicense, obligation, promise or undertaking.

          “ control ” (including the terms “ controlled by ” and “ under common control with ”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

          “ Credit Facilities ” means (a) the First Lien Credit Agreement, dated as of November 16, 2006, by and among GA EBS Merger, LLC, as borrower, Medifax-EDI Holding Company, as additional borrower, the Company, as parent, the lenders party thereto, Citibank, N.A., as administrative agent, collateral agent, Swingline Lender and Issuing Bank, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as joint lead arrangers, Deutsche Bank Trust Company Americas, as syndication agent and Bear Stearns Corporate Lending Inc., as documentation agent, as amended by Amendment No. 1 dated as of March 9, 2007 and Amendment No. 2 dated as of July 7, 2009, and as the same may be further amended, supplemented and/or restated from time to time and (b) Second Lien Credit Agreement, dated as of November 16, 2006, by and among GA EBS Merger, LLC, as borrower, Medifax-EDI Holding Company, as additional borrower, the Company, as parent, the lenders party thereto, Citibank, N.A., as administrative agent, collateral agent, Swingline Lender and Issuing Bank, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as joint lead arrangers, Deutsche Bank Trust Company Americas, as syndication agent and Bear Stearns Corporate Lending Inc., as documentation agent, as amended by Amendment No. 1 dated as of July 7, 2009, and as the same may be further amended, supplemented and/or restated from time to time.

          “ Depreciation ” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its Adjusted Basis for federal income tax purposes at the beginning of such Fiscal Year,

Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning Adjusted Basis; provided , however , that if the Adjusted Basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Tax Matters Member.

          “ Disposition Event ” means any merger, consolidation or other business combination, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Pubco Common Stock and series of preferred stock of the Managing Member that are generally entitled to vote in the election of directors prior to such transaction or series of transactions continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

          “ DGCL ” means the General Corporation Law of the State of Delaware, as amended from time to time (or any corresponding provisions of succeeding law).

          “ EBS Business ” means: (a) the business of operating an electronic data interchange clearinghouse for the electronic routing of healthcare claims, encounters, eligibility verification requests, electronic remittance advice, and other administrative healthcare transactions between healthcare providers and payers; (b) the business of printing, inserting and mailing paper-based explanations of patient benefits forms, explanation of healthcare provider payments forms and patient statements of healthcare providers; and (c) such other business as described in Amendment No. 3 to the Registration Statement on Form S-1 of Pubco (File No. 333-153451) filed with the Securities and Exchange Commission on July 9, 2009.

          “ EBS LLC ” means Emdeon Business Services LLC, a Delaware limited liability company.

          “ Equity Securities ” means (a) with respect to a partnership, limited liability company or similar Person, any and all units, interests, rights to purchase, warrants, options or other equivalents of, or other ownership interests in, any such Person as well as debt or equity instruments convertible, exchangeable or exercisable into any such units, interests, rights or other ownership interests and (b) with respect to a corporation, any and all shares, interests, participation or other equivalents (however designated) of corporate stock, including all common stock and preferred stock, or warrants, options or other rights to acquire any of the foregoing, including any debt instrument convertible or exchangeable into any of the foregoing.

          “ eRx Members ” means those Members listed under “eRx Members” on the signature pages hereto and any eRx Permitted Transferees to whom Units are Transferred.

          “ eRx Merger Agreement ” means the Agreement and Plan of Merger, dated as of July 2, 2009, by and among the Company, Envoy LLC, Emdeon Merger Sub LLC, eRx Network, L.L.C. and the Members’ Representative (as defined therein).

          “ eRx Permitted Transferee ” means any of (a) a trust established by or for the benefit of an eRx Member of which only such eRx Member and his or her immediate family members are beneficiaries, (b) any Person established for the benefit of, and beneficially owned solely by, an entity eRx Member or the sole individual direct or indirect owner of an entity eRx Member, (c) upon an individual eRx Member’s death, an executor, administrator or beneficiary of the estate of the deceased eRx Member, (d) with respect to eRx Units held by Lyle Holdings, LP, Mark Lyle (and upon his death, an executor, administrator or beneficiary of his estate) or a trust established by or for the benefit of Mark Lyle of which only Mark Lyle and his or her immediate family members are beneficiaries, and (e) with respect to eRx Units held by National Health Systems, Inc. (“ NHS ”) any controlled Affiliate of NHS, Ken Hill or his immediate family members for so long as such Person remains a controlled Affiliate of NHS, Ken Hill or his immediate family members.

          “ Escrow Agreement ” means the Escrow Agreement, dated as of July 2, 2009, by and among Longhorn Members Representative, LLC, the Company, Envoy LLC, and U.S. Bank National Association, as escrow agent.

          “ Escrowed Units ” means Units held in accordance with the Escrow Agreement.

          “ Exchange Act ” means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, as the same may be amended from time to time (or any corresponding provisions of succeeding law).

          “ Exchange Date ” has the meaning set forth in Section 3.7(c).

          “ Exchange Notice ” has the meaning set forth in Section 3.7(b).

          “ Fair Market Value ” means the fair market value of any property as determined in good faith by the Managing Member after taking into account such factors as the Managing Member shall deem appropriate.

          “ Fifth Amended LLC Agreement ” has the meaning set forth in the recitals to this Agreement.

          “ Fiscal Year ” means (a) the period commencing on the closing date of the transactions contemplated by the Merger Agreement and ending on December 31st, (b) any subsequent 12 month period commencing on January 1st and ending on

December 31st, or (c) any portion of the period described in clause (b) for which the Company is required to allocate Profits, Losses and other items of Company income, gain, loss or deduction pursuant to Article IV hereof.

          “ GA LLC ” means General Atlantic LLC, a Delaware limited liability company.

          “ GA Pubco Sub ” has the meaning set forth in the recitals to this Agreement.

          “ GAAP ” means United States generally accepted accounting principles and practices in effect from time to time.

          “ Governmental Entity ” means any federal, national, supranational, state, provincial, local, foreign or other government, governmental, stock exchange, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

          “ Gross Asset Value ” means, with respect to any asset, the asset’s Adjusted Basis for federal income tax purposes, except as follows:

(a) the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross Fair Market Value of such asset;

(b) the Gross Asset Values of all Company assets shall be adjusted to equal their respective gross Fair Market Values as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Property as consideration for an interest in the Company; (iii) the issuance by the Company of interests in the Company that are profits interests; and (iv) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); provided , however , that adjustments pursuant to clauses (i), (ii) and (iii) above shall be made only if the Managing Member reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(c) the Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross Fair Market Value of such asset on the date of distribution; and

(d) the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)

and subsection (f) in the definition of “ Profits ” and “ Losses ” below and Section 3.4 hereof; provided , however , that Gross Asset Values shall not be adjusted pursuant to this subsection to the extent the Managing Member determines that an adjustment pursuant to subsection (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subsections (a), (b) or (d) of this definition of Gross Asset Value, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

          “ H&F ” means Hellman & Friedman LLC, a Delaware limited liability company.

          “ H&F AIV II ” means H&F Harrington AIV II, L.P., a Delaware limited partnership directly or indirectly controlled by H&F.

          “ H&F Continuing Members ” means, collectively, HF GP, Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership, Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership, and HFCP VI Domestic AIV, L.P., a Delaware limited partnership, and their H&F Permitted Transferees to whom Units are Transferred.

          “ H&F GP ” has the meaning set forth in the recitals to this Agreement.

          “ H&F Permitted Transferee ” means any investment fund Affiliated with an H&F Continuing Member or H&F AIV II, that was formed to make multiple investments and not formed for the specific purpose of making or facilitating an investment in the Company (or, in the case of “alternative investment vehicles” formed by, and that have the same partners with the same proportionate interests as an HF Fund, the HF Fund was formed to make multiple investments and not formed for the specific purpose of making or facilitating an investment in the Company), provided that the direct or indirect investment in the Company by such fund will not constitute a larger percentage of such fund’s aggregate investments than the agreement of limited partnership of such fund would permit.

          “ Harrington ” has the meaning set forth in the recitals to this Agreement.

          “ HF Fund I ” means, collectively, Hellman & Friedman Capital Partners, L.P., a California limited partnership, and the parallel funds and alternative investment vehicles related thereto, all of which are directly or indirectly controlled by H&F.

          “ HF Fund II ” means, collectively, Hellman & Friedman Capital Partners II, L.P., a California limited partnership, and the parallel funds and alternative investment vehicles related thereto, all of which are directly or indirectly controlled by H&F.

          “ HF Fund III ” means, collectively, Hellman & Friedman Capital Partners III, L.P., a California limited partnership, and the parallel funds and alternative investment vehicles related thereto, all of which are directly or indirectly controlled by H&F.

          “ HF Fund IV ” means, collectively, Hellman & Friedman Capital Partners IV, L.P., a California limited partnership, and the parallel funds and alternative investment vehicles related thereto, all of which are directly or indirectly controlled by H&F.

          “ HF Fund V ” means, collectively, Hellman & Friedman Capital Partners V, L.P., a Delaware limited partnership, and the parallel funds and alternative investment vehicles related thereto, all of which are directly or indirectly controlled by H&F.

          “ HF Fund VI ” means, collectively, Hellman & Friedman Capital Partners VI, L.P., a Delaware limited partnership, and the parallel funds and alternative investment vehicles related thereto, all of which are directly or indirectly controlled by H&F.

          “ HF Fund VII ” means, collectively, Hellman & Friedman Capital Partners VII, L.P., a Cayman Islands exempted limited partnership, and the parallel funds and alternative investment vehicles related thereto, all of which are directly or indirectly controlled by H&F or Affiliates of H&F and any successor fund thereto so long as such successor fund is directly or indirectly controlled by H&F or Affiliates of H&F.

          “ HF Funds ” means HF Fund I, HF Fund II, HF Fund III, HF Fund IV, HF Fund V, HF Fund VI and HF Fund VII.

          “ HF Pubco Sub ” has the meaning set forth in the recitals to this Agreement.

          “ HLTH ” means HLTH Corporation, a Delaware corporation.

          “ Indebtedness ” means (a) all indebtedness for borrowed money (including capitalized lease obligations, sale-leaseback transactions or other similar transactions, however evidenced), (b) any other indebtedness that is evidenced by a note, bond, debenture, draft or similar instrument, (c) notes payable and (d) lines of credit and any other agreements relating to the borrowing of money or extension of credit.

          “ Indemnified Person ” has the meaning set forth in Section 6.4(a).

          “ Interest ” means the entire interest of a Member in the Company, including the Units and all of such Member’s rights, powers and privileges under this Agreement and the Act.

          “ Investors Tax Receivable Agreement (Exchanges) ” means the Tax Receivable Agreement (Exchanges), dated as of August 17, 2009, by and among Pubco,

H&F ITR Holdco, L.P., GA ITR Holdco, L.P. and GA-H&F ITR Holdco, L.P., as the same may be amended, supplemented or restated from time to time.

          “ Investors Tax Receivable Agreement (Reorganizations) ” means the Tax Receivable Agreement (Reorganizations), dated as of August 17, 2009, by and among Pubco, H&F ITR Holdco, L.P., GA ITR Holdco, L.P. and GA-H&F ITR Holdco, L.P., as the same may be amended, supplemented or restated from time to time.

          “ IPO ” has the meaning set forth in the recitals to this Agreement.

          “ IPO Date Capital Account Balance ” means, with respect to any Member, the positive Capital Account balance of such Member as of the date hereof, the amount or deemed value of which is set forth on Exhibit A .

          “ Law ” means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

          “ Legal Action ” has the meaning set forth in Section 11.8.

          “ Liability ” means any liability or obligation, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or to become due, regardless of when asserted.

          “ Liquidating Events ” has the meaning set forth in Section 10.1.

          “ Loss ” means any and all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ fees and expenses, but excluding any allocation of corporate overhead, internal legal department costs and other internal costs and expenses).

          “ Management Members ” means those Members listed under “Management Members” on the signature pages hereto and any Management Permitted Transferees to whom Units are Transferred.

          “ Management Permitted Transferee ” means any of (a) a trust established by or for the benefit of a Management Member of which only such Management Member and his or her immediate family members are beneficiaries; (b) any Person established for the benefit of, and beneficially owned solely by, an entity Management Member or the sole individual direct or indirect owner of an entity Management Member; and (c) upon an individual Management Member’s death, an executor, administrator or beneficiary of the estate of the deceased Management Member.

          “ Management Tax Receivable Agreement ” means the Tax Receivable Agreement (Management), dated as of August 17, 2009, by and among Pubco and certain members of the senior management of the Company, as the same may be amended, supplemented or restated from time to time.

          “ Managing Member ” has the meaning set forth in the recitals to this Agreement.

          “ Member ” means any Person that executes this Agreement as a Member, and any other Person admitted to the Company as an additional or substituted Member, that has not made a disposition of such Person’s entire Interest.

          “ Member Minimum Gain ” has the meaning ascribed to “partner nonrecourse debt minimum gain” set forth in Treasury Regulations Section 1.704-2(i). It is further understood that the determination of Member Minimum Gain and the net increase or decrease in Member Minimum Gain shall be made in the same manner as required for such determination of Company Minimum Gain under Treasury Regulations Sections 1.704-2(d) and -2(g)(3).

          “ Member Nonrecourse Debt ” has the meaning of “partner nonrecourse debt” set forth in Section 1.704-2(b)(4) of the Treasury Regulations.

          “ Member Nonrecourse Deductions ” has the meaning of “partner nonrecourse deductions” set forth in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Treasury Regulations.

          “ Merger Agreement ” means the Amended and Restated Agreement and Plan of Merger, dated as of November 15, 2006, among Emdeon Corporation (now known as HLTH), EBS Holdco, Inc., the Company, EBS LLC, MEDIFAX-EDI Holding Company, EBS Acquisition LLC, GA EBS Merger LLC and EBS Merger Co.

          “ Non-Escrowed Units ” means Units held by the eRx Members that are not subject to the Escrow Agreement.

          “ Nonrecourse Deductions ” has the meaning set forth in Section 1.704-2(b)(1) of the Treasury Regulations.

          “ Nonrecourse Liability ” has the meaning set forth in Section 1.704-2(b)(3) of the Treasury Regulations.

          “ Nonrefundable Tax Distributions ” means the portion of any Tax Distribution with respect to any of the Units that are forfeited, cancelled, or terminated in accordance with the terms and conditions of this Agreement and the applicable Vesting Agreements or the Escrow Agreement.

          “ Notice ” has the meaning set forth in Section 3.3(d).

          “ NYSE ” means the New York Stock Exchange.

          “ Original Effective Date ” means November 16, 2006.

          “ Other Similar Activities ” has the meaning set forth in Section 2.9.

          “ Person ” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

          “ Plan Asset Regulations ” means the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations as the same may be amended from time to time.

          “ Plan Member ” means EBS Executive Incentive Plan LLC, a Delaware limited liability company.

          “ President and Chief Executive Officer ” has the meaning set forth in Section 6.2(b).

          “ Prime Rate ” means, on any date of determination, a rate per annum equal to the rate of interest most recently published by The Wall Street Journal as the “prime rate” at large U.S. money center banks.

          “ Profits ” and “ Losses ” mean, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(a) any depreciation, amortization and/or cost recovery deductions with respect to any asset shall be deemed to be equal to the Depreciation available with respect to such asset;

(b) any income or gain of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(c) any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses, shall be subtracted from such taxable income or loss;

(d) in the event the Gross Asset Value of any Company asset is adjusted pursuant to subsection (b) or (c) or the definition of Gross Asset Value above, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(e) gain or loss resulting from any disposition of Company assets with respect to which gain or loss is recognized for federal income tax purposes shall be computed with reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value; and

(f) any items of income, gain, loss or deduction which are specifically allocated pursuant to the provisions of Sections 4.3 through 4.5 hereof shall not be taken into account in computing Profits and Losses for any taxable year.

          “ Property ” means all real and personal property owned by the Company from time to time, including both tangible and intangible property.

          “ Pubco ” has the meaning set forth in the recitals to this Agreement.

          “ Pubco Common Stock ” means all classes and series of common stock of the Managing Member, including the Class A Stock and Class B Stock.

          “ Pubco Offer ” has the meaning set forth in Section 3.8.

          “ Purchase Agreement ” means the Securities Purchase Agreement, dated as of February 8, 2008, by and among HLTH, SYN Business Holdings, Inc., the Company, Hellman & Friedman Capital Associates IV, L.P., Hellman & Friedman Capital Executives VI, L.P., HFCP VI Domestic AIV, L.P., H&F Harrington AIV I, L.P., EBS Acquisition LLC and EBS Acquisition II LLC.

          “ Quarterly Tax Distribution ” has the meaning set forth in Section 5.2(a).

          “ Reclassification Event ” means any of the following: (i) any reclassification or recapitalization of the Pubco Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to Section 3.1(g)), (ii) any merger, consolidation or other combination involving the Managing Member, or (iii) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Managing Member to any other Person, in each of clauses (i), (ii) or (iii), as a result of which holders of Pubco Common Stock shall be entitled to receive cash, securities or other property for their shares of Pubco Common Stock.

          “ Regulatory Allocations ” has the meaning set forth in Section 4.3(g).

          “ Reorganization ” has the meaning set forth in the recitals to this Agreement.

          “ Reorganization Agreement ” means the Reorganization Agreement, dated as of August 4, 2009, by and among the Managing Member, EBS Acquisition II, LLC, Hellman & Friedman Capital Associates VI, L.P., Hellman & Friedman Capital

Executives VI, L.P., HFCP VI Domestic AIV, L.P., H&F Harrington AIV I, L.P., H&F GP, Harrington, H&F AIV II, GA Pubco Sub, HF Pubco Sub, Plan Member, the eRx Members and the Company, as it may be amended, supplemented or restated from time to time.

          “ Securities Act ” means the Securities Act of 1933, and the rules and regulations promulgated thereunder, as the same may be amended from time to time (or any corresponding provisions of succeeding law).

          “ Stockholders’ Agreement ” means the Stockholders’ Agreement, dated as of August 5, 2009, by and among the Managing Member, Hellman & Friedman Capital Associates VI, L.P., Hellman & Friedman Capital Executives VI, L.P., HFCP VI Domestic AIV, L.P., H&F Harrington AIV II, L.P., H&F GP, General Atlantic Partners 83, L.P., General Atlantic Partners 84, L.P., GAP-W LLC, GapStar, LLC, GAPCO GmbH & Co. KG, GAP Coinvestments CDA, L.P., GAP Coinvestments III, LLC, and GAP Coinvestments IV, LLC, the Management Stockholders (as defined therein) and the eRx Stockholders (as defined therein), as it may be amended, supplemented or restated from time to time.

          “ Subsequent Effective Date ” means February 8, 2008.

          “ Subsidiary ” means, with respect to any specified Person, any other Person with respect to which such specified Person (a) has, directly or indirectly, the power, through the ownership of securities or otherwise, to elect a majority of directors or similar managing body or (b) beneficially owns, directly or indirectly, a majority of such Person’s Equity Securities.

          “ Tax Distributions ” has the meaning set forth in Section 5.2(a).

          “ Tax Matters Member ” means the “tax matters partner” as defined in Code Section 6231(a)(7) and as appointed in Section 9.5.

          “ Tax Receivable Agreements ” means the Investors Tax Receivable Agreement (Reorganizations), the Investors Tax Receivable Agreement (Exchanges) and the Management Tax Receivable Agreement.

          “ Trading Day ” means a day during which trading securities generally occurs on the NYSE or, if the shares of Class A Stock are not listed on the NYSE, on the principal national securities exchange on which the shares of Class A Stock are then listed or, if the shares of Class A Stock are not listed on a national securities exchange, on the automated quotation system on which the shares of Class A Stock are then authorized for quotation.

          “ Transfer ” means, as a noun, any voluntary or involuntary, direct or indirect (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor, by operation of law or otherwise), transfer, sale, pledge or hypothecation or other disposition

and, as a verb, voluntarily or involuntarily, directly or indirectly (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor or any Person that controls the Transferor, by operation of law or otherwise), to transfer, sell, pledge or hypothecate or otherwise dispose of; provided , that (i) a change in the relative equity ownership in H&F among the individual officers, directors, managers, partners or other individual controlling persons of H&F (in each case, as compared to the relative equity ownership thereof as of the date hereof), shall not of itself constitute a “Transfer” and (ii) a pledge by any H&F Continuing Member or its controlled Affiliates of the Equity Securities of the Company under any credit facility of an H&F Continuing Member shall not of itself constitute a “Transfer.” For the avoidance of doubt, (a) any Transfer, directly or indirectly, of any Equity Securities of any H&F Continuing Member to any Person that is not a partner in HF Fund VI shall be considered a Transfer by the H&F Continuing Member, (b) any assignment of Equity Securities of HF Fund VI that results in a Person holding directly or indirectly any Equity Securities in an H&F Continuing Member will not be considered a Transfer, (c) any assignment of Equity Interests of NHS among Ken Hill and his family members will not be considered a Transfer and (d) any Transfer of Class A Stock shall not be considered a Transfer by any Member. For the avoidance of doubt, any distribution of Equity Securities of the Company by any H&F Continuing Member to their respective members, partners or unitholders will be considered a Transfer. The terms “ Transferee ,” “ Transferor ,” “ Transferred ,” and other forms of the word “ Transfer ” shall have the correlative meanings.

          “ Transfer Agent ” has the meaning set forth in Section 3.7(b).

          “ Treasury Regulations ” means pronouncements, as amended from time to time, or their successor pronouncements, which clarify, interpret and apply the provisions of the Code, and which are designated as “Treasury Regulations” by the United States Department of the Treasury.

          “ Units ” means the Units issued hereunder (including the Unvested Units, the Vested Units, the Escrowed Units and the Non-Escrowed Units) and shall also include any equity security issued in respect of or in exchange for Units, whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation, conversion or reorganization.

          “ Unvested Unit ” means, on any date of determination, any Unit held by a Management Member that is not a Vested Unit.

          “ VCOC Equityholder ” has the meaning set forth in Section 9.2(a).

          “ Vested Unit ” means, on any date of determination, any Unit held by a Management Member that is “vested” in accordance with such Management Member’s applicable Vesting Agreement.

          “ Vesting Agreement ” means, with respect to each Management Member, that certain Common Stock Subscription and EBS Unit Vesting Agreement, by and

among such Management Member, the Company and the Managing Member, as the same may be amended or restated from time to time.

          “ Volume Weighted Average Price ” means, on any date of determination, the volume weighted average sale price per share of the Class A Stock on the NYSE on such date, or if the Class A Stock is not listed on the NYSE, on the principal national securities exchange on which the Class A Stock is then listed or, if the Class A Stock is not listed on a national securities exchange, an automated quotation system on which the Class A Stock is then listed or authorized for quotation, in each case as reported by Bloomberg Financial Markets (or any successor thereto) through its “Volume at Price” functions and ignoring any block trades (which, for purposes of this definition means any transfer of more than 100,000 shares (subject to adjustment to reflect stock dividends, stock splits, stock combinations and other similar events)).

          “Winding-Up Member” has the meaning set forth in Section 10.3(a).

          Section 1.2 Interpretive Provisions . For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

          (a) the terms defined in Section 1.1 have the meanings assigned to them in Section 1.1 and are applicable to the singular as well as the plural forms of such terms;

          (b) all accounting terms not otherwise defined herein have the meanings assigned under GAAP;

          (c) all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars;

          (d) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;

          (e) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”;

          (f) “or” is not exclusive;

          (g) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms; and

          (h) the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement.

ARTICLE II
ORGANIZATION OF THE LIMITED LIABILITY COMPANY

          Section 2.1 Formation . The Company has been formed as a limited liability company subject to the provisions of the Act upon the terms, provisions and conditions set forth in this Agreement.

          Section 2.2 Filing . The Company’s Certificate of Formation has been filed with the Secretary of State of the State of Delaware in accordance with the Act. The Members shall execute such further documents (including amendments to such Certificate of Formation) and take such further action as is appropriate to comply with the requirements of Law for the formation or operation of a limited liability company in Delaware and in all states and counties where the Company may conduct its business.

          Section 2.3 Name . The name of the Company is “EBS MASTER LLC” and all business of the Company shall be conducted in such name or, in the discretion of the Managing Member, under any other name.

          Section 2.4 Registered Office; Registered Agent . The location of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, or at such other place as the Managing Member from time to time may select. The name and address for service of process on the Company in the State of Delaware are The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, or such other qualified Person as the Managing Member may designate from time to time and its business address.

          Section 2.5 Principal Place of Business . The principal place of business of the Company shall be located in such place as is determined by the Managing Member from time to time.

          Section 2.6 Purpose; Powers . The purpose of the Company shall be to operate the EBS Business, together with all activities and transactions that are necessary or appropriate in connection therewith, and to conduct any other business activities permitted from time to time under the Act as such business activities may be determined by the Managing Member. The Company has the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or in furtherance of the purposes of the Company set forth in this Section 2.6.

          Section 2.7 Term . The term of the Company commenced on the date of filing of the Certificate of Formation of the Company with the office of the Secretary of State of the State of Delaware in accordance with the Act and shall continue indefinitely. The Company may be dissolved and its affairs wound up only in accordance with Article X hereof.

          Section 2.8 Intent . It is the intent of the Members that the Company be operated in a manner consistent with its treatment as a “partnership” for federal and state income tax purposes. It is also the intent of the Members that the Company not be

operated or treated as a “partnership” for purposes of Section 303 of the Federal Bankruptcy Code. Neither the Company nor any Member shall take any action inconsistent with the express intent of the parties hereto as set forth in this Section 2.8.

          Section 2.9 Independent Activities . Except as set forth in Section 11.6 or any other written agreements with the Company that may be in effect from time to time and by which an H&F Continuing Member, an eRx Member or their respective Affiliates may be bound restricting that Person’s activities (including, in the case of the eRx Members, any restrictive covenant under, or other agreement entered into pursuant to, the eRx Merger Agreement), the Members acknowledge and understand that the H&F Continuing Members, the eRx Members and/or one or more of their respective Affiliates may hereafter (1) engage in business activities or develop or market products, or invest or acquire businesses or assets which may be the same as or similar to and may compete with the business conducted by the Company or any of its Subsidiaries, (2) do business with any client or customer of the Company or any of its Subsidiaries and (3) invest or own any interest publicly or privately or develop a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company (“ Other Similar Activities ”). Without limiting Section 11.6 or any other written agreements with the Company that may be in effect from time to time and by which an H&F Continuing Member, an eRx Member or their respective Affiliates may be bound restricting that Person’s activities (including, in the case of the eRx Members, any restrictive covenant under, or other agreement entered into pursuant to, the eRx Merger Agreement), for purposes of the H&F Continuing Members’, the eRx Members’ and their respective Affiliates’ liability in such capacity under this Agreement, to the fullest extent permitted by applicable Law, neither this Agreement nor any activity undertaken pursuant hereto shall prevent the H&F Continuing Members, the eRx Members or any of their respective Affiliates from engaging in whatever activities they choose, including Other Similar Activities, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken (pursuant to an acquisition or otherwise) without having or incurring any obligation to offer any interest in such activities to the Company or any other Member or consult with the Company, any officer or any other Member regarding such activities, or require any Member to permit the Company or any other Member, any officer or any of their respective Affiliates to participate in any manner in such activities, and as a material part of the consideration for the execution of this Agreement by each H&F Continuing Member and eRx Member, the Company and each other Member hereby waives, relinquishes, and renounces any such right, expectancy or claim of participation. Except as set forth in Section 6.1(b) with respect to the Managing Member, each Member expressly disclaims any fiduciary duties to or from any other Member due to such Member’s status as a Member.

ARTICLE III
OWNERSHIP AND CAPITAL CONTRIBUTIONS;
CAPITAL ACCOUNTS

          Section 3.1 Authorized Units; General Provisions With Respect to Units .

          (a) Subject to the provisions of this Agreement, the Company shall be authorized to issue from time to time up to an aggregate of 400,000,000 Units and such other Equity Securities as the Managing Member shall determine in accordance with Section 3.3. Each authorized Unit may be issued pursuant to such agreements as the Managing Member shall approve, including pursuant to Vesting Agreements, options and warrants. The Company may reissue any Units that have been repurchased or acquired by the Company.

          (b) Each outstanding Unit shall be identical (except as provided in Section 3.3).

          (c) Initially, none of the Units will be represented by certificates. If the Managing Member determines that it is in the interest of the Company to issue certificates representing the Units, certificates will be issued and the Units will be represented by those certificates, and this Agreement shall be amended as necessary or desirable to reflect the issuance of certificated Units for purposes of the Uniform Commercial Code. Nothing contained in this Section 3.1(c) shall be deemed to authorize or permit any Member to Transfer its Units except as otherwise permitted under this Agreement.

          (d) The total number of Units issued and outstanding and held by the Members is set forth on Exhibit A (as amended from time to time in accordance with the terms of this Agreement) as of the date set forth therein.

          (e) If at any time the Managing Member issues a share of its Class A Stock (including in the IPO) or any other Equity Security of the Managing Member (other than shares of Class B Stock), (i) the Company shall issue to the Managing Member one Unit (if the Managing Member issues a share of Class A Stock), or such other Equity Security of the Company (if the Managing Member issues Equity Securities other than Class A Stock) corresponding to the Equity Securities issued by the Managing Member, and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Managing Member and (ii) the net proceeds received by the Managing Member with respect to the corresponding share of Class A Stock or other Equity Security, if any, shall be concurrently transferred to the Company; provided , however , that if the Managing Member issues any shares of Class A Stock (including in the IPO) or other Equity Securities some or all of the net proceeds of which are to be used to fund expenses or other obligations of the Managing Member for which the Managing Member would be permitted a cash distribution pursuant to clause (ii) of Section 5.1(c), then the Managing Member shall not be required to transfer such net proceeds to the Company

which are used or will be used to fund such expenses or obligations; provided , further , that if the Managing Member issues any shares of Class A Stock in order to purchase or fund the purchase from a Member of a number of Units (and shares of Class B Stock) equal to the number of shares of Class A Stock so issued, then the Company shall not issue any new Units in connection therewith and the Managing Member shall not be required to transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred to such Member as consideration for such purchase). Notwithstanding the foregoing, this Section 3.1(e) shall not apply (A) to the issuance and distribution to holders of shares of Pubco Common Stock of rights to purchase Equity Securities of the Managing Member under a “poison pill” or similar shareholders rights plan (it being understood that upon exchange of Units for Class A Stock, such Class A Stock will be issued together with a corresponding right), or to the issuance under the Managing Member’s employee benefit plans of any warrants, options, other rights to acquire Equity Securities of the Managing Member or rights or property that may be converted into or settled in Equity Securities of the Managing Member, but shall in each of the foregoing cases apply to the issuance of Equity Securities of the Managing Member in connection with the exercise or settlement of such rights, warrants, options or other rights or property and (B) as otherwise determined by the Managing Member in accordance with Section 3.1(h) with respect to issuances of Equity Security other than Class A Stock. Except pursuant to Section 3.7 or as otherwise determined by the Managing Member in accordance with Section 3.1(h), (x) the Company may not issue any additional Units to the Managing Member or any of its Subsidiaries unless substantially simultaneously the Managing Member or such Subsidiary issues or sells an equal number of shares of the Managing Member’s Class A Stock to another Person, and (y) the Company may not issue any other Equity Securities of the Company to the Managing Member or any of its Subsidiaries unless substantially simultaneously the Managing Member or such Subsidiary issues or sells, to another Person, an equal number of shares of a new class or series of Equity Securities of the Managing Member or such Subsidiary with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Company.

          (f) Except as otherwise determined by the Managing Member in accordance with Section 3.1(h), (i) the Managing Member or any of its Subsidiaries may not redeem, repurchase or otherwise acquire any shares of Class A Stock (including upon forfeiture of any unvested shares of Class A Stock or the acquisition of any such shares deposited in escrow) unless substantially simultaneously the Company redeems, repurchases or otherwise acquires from the Managing Member an equal number of Units for the same price per security and (ii) the Managing Member or any of its Subsidiaries may not redeem or repurchase any other Equity Securities of the Managing Member unless substantially simultaneously the Company redeems or repurchases from the Managing Member an equal number of Equity Securities of the Company of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of the Managing Member for the same price per security. Except pursuant to Section 3.7 or as otherwise determined by the Managing Member in

accordance with Section 3.1(h): (A) the Company may not redeem, repurchase or otherwise acquire any Units from the Managing Member or any of its Subsidiaries unless substantially simultaneously the Managing Member or such Subsidiary redeems, repurchases or otherwise acquires an equal number of shares of Class A Stock for the same price per security from holders thereof, and (B) the Company may not redeem, repurchase or otherwise acquire any other Equity Securities of the Company from the Managing Member or any of its Subsidiaries unless substantially simultaneously the Managing Member or such Subsidiary redeems, repurchases or otherwise acquires for the same price per security an equal number of Equity Securities of the Managing Member of a corresponding class or series with substantially the same rights to dividends and distributions (including distribution upon liquidation) and other economic rights as those of such Equity Securities of the Managing Member. Notwithstanding the foregoing, to the extent that any consideration payable to the Managing Member in connection with the redemption or repurchase of any shares of Class A Stock or other Equity Securities of the Managing Member or any of its Subsidiaries consists (in whole or in part) of shares of Class A Stock or such other Equity Securities (including, for the avoidance of doubt, in connection with the cashless exercise of an option or warrant), then the redemption or repurchase of the corresponding Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

          (g) The Company shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Units unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Pubco Common Stock, with corresponding changes made with respect to any other exchangeable or convertible securities. The Managing Member shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Pubco Common Stock unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Units, with corresponding changes made with respect to any other exchangeable or convertible securities.

          (h) Notwithstanding anything to the contrary in Section 3.1(e) or Section 3.1(f):

               (i) if at any time the Managing Member shall determine that either of the Credit Facilities shall not permit the Managing Member or the Company to comply with the provisions of Section 3.1(e) or Section 3.1(f) in connection with the issuance, redemption or repurchase of any shares of Class A Stock or other Equity Securities of the Managing Member or any of its Subsidiaries or any Units or other Equity Securities of the Company then, with the prior written consent of the H&F Continuing Members (not to be unreasonably withheld), the Managing Member may in good faith implement an economically equivalent alternative arrangement without complying with such provisions; and

               (ii) if (a) the Managing Member incurs any indebtedness and desires to transfer the proceeds of such indebtedness to the Company, and (b) the Managing Member is unable to lend the proceeds of such indebtedness to the Company on an equivalent basis because of restrictions in either of the Credit Facilities, then notwithstanding Section 3.1(e) or Section 3.1(f), with the prior written consent of the H&F Continuing Members (not to be unreasonably withheld), the Managing Member may in good faith implement an economically equivalent alternative arrangement in connection with the transfer of proceeds to the Company using preferred Equity Securities of the Company without complying with such provisions.

          Section 3.2 Voting Rights . No Member has any voting right except with respect to those matters specifically reserved for a Member vote under the Act and for matters expressly requiring the approval of Members under this Agreement; provided , that the eRx Units shall have no voting rights and in no event will the eRx Members have any voting rights with respect to the eRx Units except as expressly and specifically set forth in Section 11.1. Except as otherwise required by the Act, each Unit will entitle the holder thereof to one vote on all matters to be voted on by the Members. Except as otherwise expressly provided in this Agreement, the holders of Units having voting rights (which, for the avoidance of doubt, excludes eRx Units) will vote together as a single class on all matters to be approved by the Members.

          Section 3.3 Capital Contributions; Unit Ownership .

          (a) Capital Contributions . Each Member named on Exhibit A shall be credited with the IPO Date Capital Account Balance set forth on Exhibit A in respect of its Interest specified thereon. No Member shall be required to make additional Capital Contributions.

          (b) Issuance of Additional Units or Interests . Except as otherwise expressly provided in this Agreement, the Managing Member shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Managing Member (i) subject to the limitations of Section 3.1, additional Units or other Equity Securities in the Company (including creating preferred interests or other classes or series of securities having such rights, preferences and privileges as determined by the Managing Member), and (ii) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable into Units or other Equity Securities in the Company; provided that, at any time following the date hereof, in each case the Company shall not issue Equity Securities in the Company to any Person unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable in the discretion of the Managing Member. In that event, the Managing Member shall amend Exhibit A to reflect such additional issuances and resulting dilution, which shall be borne pro rata by all Members based on their Units and the respective terms thereof.

          (c) Unvested Units and Vested Units . Each Management Member has been issued the number of Units set forth on Exhibit A , which identifies the number of

such Management Member’s Unvested Units and Vested Units as of the date hereof. Except as set forth in Section 5.2, distributions shall not be made in respect of Unvested Units. Unvested Units shall be subject to the applicable Vesting Agreements and the Managing Member shall have sole and absolute discretion to interpret the Vesting Agreements and to adopt such amendments thereto or otherwise determine the terms and conditions of such Unvested Units in accordance with this Agreement and the applicable Vesting Agreements. The Members and the Company shall comply with the provisions of the Internal Revenue Service Revenue Procedures 93-27 and 2001-43 with respect to all such Units.

          (d) Safe Harbor . Each of the Members agrees that (i) the Company is authorized and directed to elect the safe harbor described in the proposed Revenue Procedure contained in the Internal Revenue Service Notice 2005-43 (such notice, as it may be modified or supplemented, the “ Notice ”) and (ii) the Company and each of its Members (including a Person to whom a membership interest is transferred in connection with the performance of services) agrees to comply with all of the requirements of the safe harbor described in the proposed Revenue Procedure with respect to all membership interests transferred in connection with the performance of services while the election is in effect. Each of the Members and the Company agrees not to report the income tax effects of the Safe Harbor Partnership Interest (as defined in the proposed Revenue Procedure Notice) to the U.S. tax authorities in a manner inconsistent with the requirements of the proposed Revenue Procedure, including the failure to provide appropriate information returns. Each of the Members acknowledges that the Notice contains a proposed Revenue Procedure and that the Notice and Revenue Procedure may undergo changes prior to their finalization. Each Member hereby irrevocably grants to the Managing Member a power-of-attorney coupled with an interest to amend this Agreement to conform to any changes to the Notice reflected in the finalized Notice and/or Revenue Procedure in order to permit the Company and its Members to qualify for the safe harbor election.

          Section 3.4 Capital Accounts . A Capital Account shall be maintained for each Member in accordance with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv) and, to the extent consistent with such regulations, the other provisions of this Agreement. The Capital Account balance of each of the Members as of the date hereof is its respective IPO Date Capital Account Balance set forth on Exhibit A . Thereafter, each Member’s Capital Account shall be (a) credited with such Member’s share of Profits, any individual items of income and gain allocated to such Member pursuant to the provisions of Article IV hereof, and the amount of additional cash, or the value as determined by the Managing Member of any asset (net of any Liabilities assumed by the Company and Liabilities to which the asset is subject) contributed to the Company by such Member, and (b) debited with the Member’s share of Losses, any individual items of deduction and loss allocated to such Member pursuant to the provisions of Article IV hereof, the amount of any cash distributed to such Member and the value as determined by the Managing Member of any asset distributed to such Member (net of any Liabilities assumed by the Member and Liabilities to which the asset is subject).

          Section 3.5 Member Loans . Any Member may, with the approval of the Managing Member, lend or advance money to the Company or any of its Subsidiaries. Any such transaction shall be carried out on customary terms and conditions and on an arm’s length basis. If any Member shall make any loan or loans to the Company or any of its Subsidiaries, the amount of any such loan or advance shall not be treated as a Capital Contribution but shall be a debt due from the Company, unless otherwise agreed by the Members. No Member shall be obligated to make any loan or advance to the Company or any of its Subsidiaries.

          Section 3.6 Other Matters .

          (a) No Member shall demand or receive a return on or of its Capital Contributions or withdraw from the Company without the consent of the Managing Member. Under circumstances requiring a return of any Capital Contributions, no Member has the right to receive property other than cash.

          (b) No Member shall receive any interest, salary, compensation, draw or reimbursement with respect to its Capital Contributions or its Capital Account, or for services rendered or expenses incurred on behalf of the Company or otherwise in its capacity as a Member, except as otherwise provided in or contemplated by this Agreement.

          (c) The Liability of each Member shall be limited as set forth in the Act and other applicable Law and, except as expressly set forth in this Agreement or required by Law, no Member shall be personally liable for any debt or Liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company.

          (d) A Member shall not be required to restore a deficit balance in its Capital Account, to lend any funds to the Company or to make any additional contributions or payments to the Company.

          (e) The Company shall not be obligated for the repayment of any Capital Contributions of any Member.

          Section 3.7 Exchange of Units .

          (a) Subject to adjustment as provided in Section 3.7(d) and subject to the Managing Member’s rights described in Section 3.7(g), each of the H&F Continuing Members, the Management Members and the eRx Members shall be entitled to exchange with the Company, at any time and from time to time, any or all of such Member’s Units (other than any Unvested Units held by the Management Members), as follows:

               (i) in the case of the H&F Continuing Members and the eRx Members, one Unit together with one share of Class B Stock will be exchangeable for one share of Class A Stock; and

               (ii) in the case of the Management Members, one Vested Unit together with one share of Class B Stock will be exchangeable for one share of Class A Stock.

Each such exchange of Units for Pubco Common Stock shall be treated for U.S. federal income tax purposes as a sale of the exchanging Member’s Units to the Managing Member in exchange for Pubco Common Stock.

          (b) In order to exercise the exchange right under Section 3.7(a), the exchanging Member shall present and surrender the certificate or certificates representing such Units and shares of Class B Stock (in each case, if certificated) during usual business hours at the principal executive offices of the Managing Member, or if any agent for the registration or transfer of shares of Class B Stock is then duly appointed and acting (the “ Transfer Agent ”), at the office of the Transfer Agent, accompanied by written notice (the “ Exchange Notice ”) to the Managing Member and the Transfer Agent stating that the exchanging Member elects to exchange with the Company a stated number of Units and shares of Class B Stock represented, if applicable, by such certificate or certificates, to the extent specified in such notice, and (if the Class A Stock to be received is to be issued other than