TAX RECEIVABLE AGREEMENT

Exhibit 10.5

Execution Copy

TAX RECEIVABLE AGREEMENT (REORGANIZATIONS)

among

EMDEON INC.,

H&F ITR HOLDCO, L.P.,

GA ITR HOLDCO, L.P.,

and

GA-H&F ITR HOLDCO, L.P.

Dated as of August 17, 2009

TABLE OF CONTENTS

TAX RECEIVABLE AGREEMENT (REORGANIZATIONS)

          This TAX RECEIVABLE AGREEMENT (REORGANIZATIONS) (this “ Agreement ”), dated as of August 17, 2009, 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 ”), GA ITR Holdco, L.P., a Delaware limited partnership (the “ GA ITR Entity ”), GA-H&F ITR Holdco L.P., a Delaware limited partnership (the “ ITR Entity ”), and each of the successors and assigns thereto.

RECITALS

          WHEREAS, the Members (as defined below) hold or held member interests in EBS Master LLC, a Delaware limited liability company (“ EBS ”), which is classified as a partnership for United States federal income tax purposes;

          WHEREAS, the Corporate Taxpayer is the managing member of EBS, and holds and will hold, directly and/or indirectly, member interests in EBS;

          WHEREAS, EBS Acquisition II LLC, a Delaware limited liability company (the “ GA Corporate Member ”) and H&F Harrington Inc., a Delaware corporation (the “ HF Corporate Member” ) are classified as associations taxable as corporations for U.S. federal income tax purposes;

          WHEREAS, pursuant to that certain Reorganization Agreement, dated as of August 4, 2009, among the Corporate Taxpayer and the parties named therein, the GA Corporate Member and the HF Corporate Member will become wholly owned subsidiaries of or will merge with Affiliates of the Corporate Taxpayer (the “ Reorganization ”);

          WHEREAS, as a result of the Reorganization, the GA Corporate Member and the HF Corporate Member will become or will merge with members of the consolidated group of which the Corporate Taxpayer is the parent and the Corporate Taxpayer will be entitled to utilize certain net operating losses and capital losses of the GA Corporate Member and the HF Corporate Member generated before the IPO (as defined below) (the “ NOLs ”);

          WHEREAS, the income, gain, loss, expense and other Tax (as defined below) items of the Corporate Taxpayer may be affected by (i) adjustments to the tax basis of the IPO Date Assets (as defined below) attributable to the purchase of interests in EBS in connection with the transactions described in the Purchase Agreement (as defined below) or the Merger Agreement (as defined below) (the “ Pre-IPO Basis Adjustments ”), (ii) NOLs, and (iii) the Imputed Interest (as defined below);

          WHEREAS, the parties to this Agreement desire to make certain arrangements with respect to the effect of the NOLs, the Pre-IPO Basis Adjustments and Imputed Interest on the liability for Taxes of the Corporate Taxpayer;

          WHEREAS, the existing shareholders of the Corporate Taxpayer and the existing shareholders of the GA Corporate Member before the Reorganization (the “ Existing GA

Owners ”), HFCP VI Domestic AIV, L.P., a Delaware limited partnership (“ HFCP” ), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (“ HFCA ”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“ HFCE ”), Hellman & Friedman Investors VI, L.P., a Delaware limited partnership (“ H&F GP ” and together with HFCP, HFCA and HFCE, the “ HF Non-Corporate Members ”), and H&F Harrington AIV II, L.P., a Delaware limited partnership (“ HF Harrington ” and together with HF Non-Corporate Members, the “ HF Members ”) own (directly or indirectly) certain entities or have or will enter into certain transactions that will result in various tax benefits to the Corporate Taxpayer, and the Existing GA Owners and the HF Members previously agreed that any and all payments in respect of such tax benefits will be made 50% to the Existing GA Owners and 50% to the HF Members (such agreement being reflected in the Fourth Amended and Restated Limited Liability Company Agreement of EBS dated as of May 21, 2008);

          WHEREAS, the Existing GA Owners have contributed all of their rights to receive payments of Tax savings related to the effect of the NOLs, the Pre-IPO Basis Adjustments and Imputed Interest attributable to the Corporate Taxpayer and the GA Corporate Member to the GA ITR Entity in exchange for ownership interests in the GA ITR Entity, and HF Harrington has contributed all of its rights to receive payments of Tax savings related to the effect of the NOLs, the Pre-IPO Basis Adjustments and Imputed Interest attributable to the HF Corporate Member to the HF ITR Entity in exchange for ownership interests in the HF ITR Entity;

          WHEREAS, the GA ITR Entity and the HF ITR Entity have contributed all of their rights (including their rights under this Agreement) to receive such payments of Tax savings attributable to the effect of the NOLs, the Pre-IPO Basis Adjustments and Imputed Interest from the Corporate Taxpayer to the ITR Entity in exchange for ownership interests in the ITR Entity; and

          WHEREAS, as a result of such contributions, the ITR Entity shall be a party to this Agreement.

          NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          Section 1.1 Definitions . As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

          “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

          “ Agreed Rate ” means LIBOR plus 100 basis points.

          “ Agreement ” is defined in the Recitals of this Agreement.

          “ Amended Schedule ” is defined in Section 2.3(b) of this Agreement.

          A “ Beneficial Owner ” of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. The terms “ Beneficially Own ” and “ Beneficial Ownership ” shall have correlative meanings.

          “ Board ” means the Board of Directors of the Corporate Taxpayer.

          “ Business Day ” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day.

          “ Change in Tax Law ” is defined in Section 7.13 of this Agreement.

          “ Change of Control ” means the occurrence of any of the following events:

Notwithstanding the foregoing, except with respect to clause (ii) and clause (iii)(x) above, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Corporate Taxpayer immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporate Taxpayer immediately following such transaction or series of transactions.

          “ Code ” means the United States Internal Revenue Code of 1986, as amended.

          “ Control ” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

          “ Corporate Taxpayer ” is defined in the Recitals of this Agreement.

          “ Corporate Taxpayer Return ” means the federal and/or state and/or local Tax Return, as applicable, of the Corporate Taxpayer filed with respect to Taxes of any Taxable Year.

          “ Cumulative Net Realized Tax Benefit ” for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

          “ Default Rate ” means LIBOR plus 500 basis points.

          “ Determination ” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state and local tax law, as applicable, or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax.

          “ Dispute ” has the meaning set forth in Section 7.8(a) of this Agreement.

          “ Early Termination Date ” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

          “ Early Termination Effective Date ” is defined in Section 4.2 of this Agreement.

          “ Early Termination Notice ” is defined in Section 4.2 of this Agreement.

          “ Early Termination Schedule ” is defined in Section 4.2 of this Agreement.

          “ Early Termination Payment ” is defined in Section 4.3(b) of this Agreement.

          “ Early Termination Rate ” means the lesser of (i) 6.5% per annum, compounded annually, and (ii) LIBOR plus 100 basis points.

          “ Existing GA Owners ” is defined in the Recitals of this Agreement.

          “ Expert ” is defined in Section 7.9 of this Agreement.

          “ GA Corporate Member ” is defined in the Recitals of this Agreement.

          “ GA ITR Entity ” is defined in the Recitals of this Agreement.

          “ HF Corporate Member ” is defined in the Recitals of this Agreement.

          “ H&F GP ” is defined in the Recitals of this Agreement.

          “ HF Harrington ” is defined in the Recitals of this Agreement.

          “ HF ITR Entity ” is defined in the Recitals of this Agreement.

          “ HF Members ” is defined in the Recitals of this Agreement.

          “ HF Non-Corporate Members ” is defined in the Recitals of this Agreement.

          “ Hypothetical Tax Liability ” means, with respect to any Taxable Year, the liability for Taxes of (i) the Corporate Taxpayer and (ii) without duplication, EBS, but only with respect to Taxes imposed on EBS and allocable to the Corporate Taxpayer or to the other members of the consolidated group of which the Corporate Taxpayer is the parent, in each case using the same methods, elections, conventions and similar practices used on the relevant Corporate Taxpayer Return, but (i) using the Non-Stepped Up Tax Basis, (ii) without taking into account the use of available NOLs, if any, and (iii) excluding any deduction attributable to Imputed Interest; provided , that the Non-Stepped Up Tax Basis and NOLs shall be based on the

IPO Date Asset Disclosure Letter including amendments thereto. For the avoidance of doubt, Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any Tax item (or portions thereof) that is attributable to the NOLs, the Pre-IPO Basis Adjustment or Imputed Interest.

          “ Imputed Interest ” shall mean any interest imputed under Section 1272, 1274 or 483 or other provision of the Code and any similar provision of state and local tax law with respect to the Corporate Taxpayer’s payment obligations under this Agreement.

          “ Independent Director ” means Dinyar S. Devitre, Jim D. Kever, Philip M. Pead and any other member of the Board who is not affiliated with any of the principal stockholders of the Corporate Taxpayer and who is neither a current officer nor a former officer of the Corporate Taxpayer or any of its Subsidiaries.

          “ Investors Tax Receivable Agreement (Exchanges) ” means the Tax Receivable Agreement (Exchanges), dated as of August 17, 2009, by and among the Corporate Taxpayer, HF ITR Entity, GA ITR Entity and the ITR Entity.

          “ IPO ” means the initial public offering of Class A common stock by the Corporate Taxpayer.

          “ IPO Date ” means the closing date of the IPO.

          “ IPO Date Asset ” means an asset that is held by EBS, or by any of its direct or indirect subsidiaries treated as a partnership or disregarded entity for purposes of the applicable Tax, immediately prior to the IPO Date (“ IPO Date Asset ”). An IPO Date Asset also includes any asset that is “substituted basis property” under Section 7701(a)(42) of the Code with respect to an IPO Date Asset.

          “ IPO Date Asset Disclosure Letter ” is defined in Section 2.1 of this Agreement.

          “ IRS ” means the United States Internal Revenue Service.

          “ ITR Entity ” is defined in the Recitals of this Agreement.

          “ LIBOR ” means during any period, an interest rate per annum equal to the one-year LIBOR reported, on the date two days prior to the first day of such period, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page “LIBOR01” or by any other publicly available source of such market rate) for London interbank offered rates for United States dollar deposits for such period.

          “ LLC Agreement ” means, with respect to EBS, the Sixth Amended and Restated Limited Liability Company Agreement of EBS.

          “ Management Tax Receivable Agreement ” means the Tax Receivable Agreement (Management), dated as of August 17, 2009, by and among the Corporate Taxpayer and certain members of the senior management of EBS.

          “ Material Objection Notice ” has the meaning set forth in Section 4.2 of this Agreement.

          “ Members ” means the HF Non-Corporate Members, the HF Corporate Member and the GA Corporate Member.

          “ 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, EBS Acquisition LLC (the predecessor of the Corporate Taxpayer) and certain other parties.

          “ NOLs ” is defined in the Recitals of this Agreement.

          “ Non-Stepped Up Tax Basis ” means, with respect to any IPO Date Asset at any time, the Tax basis that such asset would have had at such time if no Pre-IPO Basis Adjustments had been made.

          “ Objection Notice ” has the meaning set forth in Section 2.3(a) of this Agreement.

          “ Payment Date ” means any date on which a payment is required to be made pursuant to this Agreement.

          “ Person ” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

          “ Purchase Agreement ” means the Securities Purchase Agreement, dated as of February 8, 2008, by and among HLTH, EBS, the GA Corporate Member, H&F Harrington AIV I, L.P., HFCP, HFCA, HFCE and certain other parties.

          “ Qualified Tax Advisor ” means Paul, Weiss, Rifkind, Wharton & Garrison LLP, Simpson Thacher & Bartlett LLP, Deloitte Tax LLP, or any other law or accounting firm that is nationally recognized as being expert in Tax matters and that is reasonably acceptable to the Corporate Taxpayer.

          “ Pre-IPO Basis Adjustments ” is defined in the Recitals of this Agreement.

          “ Realized Tax Benefit ” means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the actual liability for Taxes of (i) the Corporate Taxpayer and (ii) without duplication, EBS, but only with respect to Taxes imposed on EBS and allocable to the Corporate Taxpayer or to the other members of the consolidated group of which the Corporate Taxpayer is the parent for such Taxable Year. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any

Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

          “ Realized Tax Detriment ” means, for a Taxable Year, the excess, if any, of the actual liability for Taxes of (i) the Corporate Taxpayer and (ii) without duplication, EBS, but only with respect to Taxes imposed on EBS and allocable to the Corporate Taxpayer or to the other members of the consolidated group of which the Corporate Taxpayer is the parent for such Taxable Year, over the Hypothetical Tax Liability for such Taxable Year. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

          “ Reconciliation Dispute ” has the meaning set forth in Section 7.9 of this Agreement.

          “ Reconciliation Procedures ” has the meaning set forth in Section 2.3(a) of this Agreement.

          “ Reorganization ” is defined in the Recitals of this Agreement.

          “ Schedule ” means any of the following: (i) the IPO Date Asset Disclosure Letter, (ii) a Tax Benefit Schedule, or (iii) the Early Termination Schedule.

          “ Senior Obligations ” is defined in Section 5.1 of this Agreement.

          “ Subsidiaries ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

          “ Subsidiary Stock ” means any stock or other equity interest in any subsidiary entity of EBS that is treated as a corporation for United States federal income tax purposes.

          “ Tax Benefit Payment ” is defined in Section 3.1(b) of this Agreement.

          “ Tax Benefit Schedule ” is defined in Section 2.2 of this Agreement.

          “ Tax Receivable Agreements ” shall mean this Agreement, the Investors Tax Receivable Agreement (Exchanges) and the Management Tax Receivable Agreement.

          “ Tax Return ” means any return, declaration, report or similar statement required to be filed with respect to Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

          “ Taxable Year ” means a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable section of state or local tax law, as applicable (and,

therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made), ending on or after the IPO Date.

          “ Taxes ” means any and all United States federal, state and local taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and any interest related to such Tax.

          “ Taxing Authority ” shall mean any domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

          “ Treasury Regulations ” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

          “ Valuation Assumptions ” shall mean, as of an Early Termination Date, the assumptions that (1) in each Taxable Year ending on or after such Early Termination Date, the Corporate Taxpayer will have taxable income sufficient to fully utilize (i) the NOLs that have not been previously utilized in determining a Tax Benefit Payment under this Agreement, subject to all applicable limitations on the use of such NOLs and to assumption (3) below, and (ii) deductions arising from the Pre-IPO Basis Adjustments and the Imputed Interest during such Taxable Year or future Taxable Years in which such deductions would become available, (2) the United States federal income tax rates and state and local income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, (3) any NOLs or loss carryovers generated by any Pre-IPO Basis Adjustment or Imputed Interest and available as of the date of the Early Termination Schedule will be utilized by the Corporate Taxpayer on a pro rata basis from the date of the Early Termination Schedule through the scheduled expiration date of such NOLs or loss carryovers, (4) any non-amortizable assets (other than any Subsidiary Stock) will be disposed of on the fifteenth anniversary of the applicable Pre-IPO Basis Adjustment; provided , that in the event of a Change of Control, such non-amortizable assets shall be deemed disposed of at the time of sale of the relevant asset (if earlier than such fifteenth anniversary), and (5) any Subsidiary Stock will be deemed never to be disposed of; provided , that, except in respect of a termination payment pursuant to Section 7.13(b), if (i) the ITR Entity delivers to the Corporate Taxpayer a written opinion of a Qualified Tax Advisor to the effect that as a result of a certain transaction (or series of transactions), it is more likely than not that the tax basis in the amortizable or depreciable assets of the Corporate Taxpayer will be increased by reference to the tax basis in such Subsidiary Stock and the tax basis in such Subsidiary Stock will decrease accordingly, and (ii) the Corporate Taxpayer determines that it is commercially reasonable to effectuate such transaction (or series of transactions), then the Valuation Assumptions will take into account such increased tax basis in the amortizable or depreciable assets of the Corporate Taxpayer.

ARTICLE II

DETERMINATION OF CERTAIN REALIZED TAX BENEFIT

          Section 2.1 Pre-IPO Basis Adjustment . The letter dated the date of this Agreement from the ITR Entity to the Corporate Taxpayer shows, in reasonable detail necessary to perform the calculations required by this Agreement, including a breakdown by each party to which Pre-IPO Basis Adjustments or NOLs are attributable, for purposes of Taxes, estimates of (i) the Non-Stepped Up Tax Basis, (ii) the Pre-IPO Basis Adjustments, calculated in the aggregate, (iii) the period (or periods) over which the IPO Date Assets are amortizable and/or depreciable, (iv) the period (or periods) over which each Pre-IPO Basis Adjustment is amortizable and/or depreciable, (v) the NOLs that are attributable to the Corporate Taxpayer, the GA Corporate Member and the HF Corporate Member as of the date of the Reorganization or the IPO Date, as the case may be, using the closing-the-books methodology, and (vi) the scheduled expiration date (or dates) of the NOLs (the “ IPO Date Asset Disclosure Letter ”). As promptly as practicable, the ITR Entity and the Corporate Taxpayer shall agree on a replacement IPO Date Asset Disclosure Letter that reflects any adjustments necessary as a result of the IPO.

          Section 2.2 Tax Benefit Schedule .

          (a) Tax Benefit Schedule . Within 90 calendar days after the filing of the United States federal income tax return of the Corporate Taxpayer for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporate Taxpayer shall provide to the ITR Entity a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “ Tax Benefit Schedule ”). The Tax Benefit Schedule will become final as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set forth in