STOCKHOLDERS' AGREEMENT

Exhibit 10.2

EXECUTION COPY

STOCKHOLDERS’ AGREEMENT

by and among

EMDEON INC.,

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.,
HELLMAN & FRIEDMAN INVESTORS VI, L.P.,

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,
GAP COINVESTMENTS IV, LLC,

(solely for the purposes of Article I, Article V, Section 6.1, Section 6.2, Section 6.3,
Section 6.4, Section 6.5 and Article VII)
THE MANAGEMENT STOCKHOLDERS NAMED HEREIN

and

(solely for the purposes of Article I, Article V, Section 6.1, Section 6.2, Section 6.3,
Section 6.4, Section 6.5 and Article VII)
THE ERX STOCKHOLDERS NAMED HEREIN

Dated as of August 5, 2009

Table of Contents

Exhibit A    Amended and Restated Certificate of Incorporation of the Company
Exhibit B    By-laws of the Company
Exhibit C    Form of Joinder to Stockholders’ Agreement
Exhibit D    Specified Value and Target

STOCKHOLDERS’ AGREEMENT

          This STOCKHOLDERS’ AGREEMENT (as amended, supplemented or restated from time to time, this “ Agreement ”) is entered into as of August 5, 2009, by and among Emdeon Inc., a Delaware corporation (the “ Company ”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (“ HF Stockholder 1 ”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“ HF Stockholder 2 ”), HFCP VI Domestic AIV, L.P., a Delaware limited partnership (“ HF Stockholder 3 ”), H&F Harrington AIV II, L.P., a Delaware limited partnership (“ HF Stockholder 4 ”), Hellman & Friedman Investors VI, L.P., a Delaware limited partnership (“ HF Stockholder 5 ” and, together with HF Stockholder 1, HF Stockholder 2, HF Stockholder 3 and HF Stockholder 4 and their respective Permitted Transferees, the “ HF Stockholders ”), General Atlantic Partners 83, L.P., a Delaware limited partnership (“ GA Stockholder 1 ”), General Atlantic Partners 84, L.P., a Delaware limited partnership (“ GA Stockholder 2 ”), GAP-W,LLC, a Delaware limited liability company (“ GA Stockholder 3 ”), GapStar, LLC, a Delaware limited liability company (“ GA Stockholder 4 ”), GAPCO GmbH & Co. KG, a Germany Gesellshaft mit beschränkter Haftung (“ GA Stockholder 5 ”), GAP Coinvestments CDA, L.P., a Delaware limited partnership (“ GA Stockholder 6 ”), GAP Coinvestments III, LLC, a Delaware limited liability company (“ GA Stockholder 7 ”), and GAP Coinvestments IV, LLC, a Delaware limited liability company (“ GA Stockholder 8 ” and, together with GA Stockholder 1, GA Stockholder 2, GA Stockholder 3, GA Stockholder 4, GA Stockholder 5, GA Stockholder 6, GA Stockholder 7 and their respective Permitted Transferees, the “ GA Stockholders ” and, together with the HF Stockholders, the “ Institutional Stockholders ”), (solely for the purposes of Article I, Article V, Section 6.1, Section 6.2, Section 6.3, Section 6.4, Section 6.5 and Article VII and without any rights or remedies under any other section hereof) the persons listed on the signature pages hereof under “Management Stockholders” (together with their respective Permitted Transferees, the “ Management Stockholders ”), and (solely for the purposes of Article I, Article V, Section 6.1, Section 6.2, Section 6.3, Section 6.4, Section 6.5 and Article VII and without any rights or remedies under any other section hereof) the persons listed on the signature pages hereof under “eRx Stockholders” (together with their respective Permitted Transferees, the “ eRx Stockholders ”), on the following terms and conditions. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Section 1.1.

RECITALS

           WHEREAS , EBS Master LLC, a Delaware limited liability company of which the Company is managing member (“ EBS Master ”), the HF Stockholders, certain Affiliates of the GA Stockholders and the eRx Stockholders are parties to the Fifth Amended and Restated Limited Liability Company Agreement of EBS Master, dated as of July 2, 2009, as amended by Amendment No. 1, dated as of August 5, 2009 (the “ Existing EBS Master LLC Agreement ”);

           WHEREAS , Section 7.4 of the Existing EBS Master LLC Agreement requires the parties to take certain actions in order to effect an initial public offering by

the Company, including the execution of this Agreement, Amendment No. 2 to the Existing EBS Master LLC Agreement, and the Sixth Amended and Restated Limited Liability Company Agreement of EBS Master (in the form attached as an exhibit to the Reorganization Agreement, and as executed and delivered by the parties thereto and as may subsequently be amended, supplemented or restated from time to time, the “ Amended EBS Master LLC Agreement ”);

           WHEREAS , in accordance with Section 7.4 of the Existing EBS Master LLC Agreement, the parties hereto wish to enter into this Agreement to restrict the transfer of the Shares by, and to provide certain rights, including registration rights, priorities upon transfer and the right to nominate certain directors of the Company, for the Institutional Stockholders; and

           WHEREAS , the parties hereto wish to enter into this Agreement to restrict the transfer of the Shares by, and to provide certain rights, including registration rights, for the Management Stockholders and the eRx Stockholders.

           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 Certain Definitions . As used in this Agreement and any Schedules and Exhibits that may be attached to this Agreement, the following definitions shall apply:

          “ 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, (i) the GA Stockholders, GA LLC and GAP-W shall each be deemed to be Affiliates of one another, (ii) the HF Stockholders, 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, (iii) no portfolio company of GA LLC (or its Affiliates) shall be deemed or treated as an Affiliate of the Company, EBS Master or the GA Stockholders and (iv) no portfolio company of H&F (or its Affiliates) shall be deemed or treated as an Affiliate of the Company, EBS Master or the HF Stockholders.

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

          “ Amended EBS Master LLC Agreement ” has the meaning set forth in the recitals.

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

          “ Board ” means the Board of Directors of the Company.

          “ 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.

          “ Charter ” means the Amended and Restated Certificate of Incorporation and By-laws of the Company, as the same may be amended, supplemented and/or restated from time to time, copies of which (as in effect on the IPO Date) are attached hereto as Exhibit A and Exhibit B , respectively.

          “ Class A Shares ” means the shares of Class A common stock, par value $0.00001 per share, of the Company, or any other Equity Securities of the Company into which such stock is reclassified or reconstituted.

          “ Class B Shares ” means the shares of Class B common stock, par value $0.00001 per share, of the Company, or any other Equity Securities of the Company into which such stock is reclassified or reconstituted (other than by Exchange).

          “ 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.

          “ Company Securities ” means Other Securities sought to be included in a registration for the Company’s account.

          “ Confidential Information ” has the meaning set forth in Section 7.9.

          “ 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 (i) 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, EBS Master, 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 (ii) 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, EBS Master, 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 further be amended, supplemented and/or restated from time to time.

          “ Demand ” has the meaning set forth in Section 5.1(a).

          “ Demand Registration ” has the meaning set forth in Section 5.1(a).

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

          “ Director ” means any of the individuals elected or appointed to serve on the Board.

          “ Disclosure Package ” means (i) the preliminary prospectus, (ii) each Free Writing Prospectus and (iii) all other information that is deemed, under Rule 159 under the Securities Act, to have been conveyed to purchasers of securities at the time of sale (including a contract of sale).

          “ EBS Master ” has the meaning set forth in the recitals.

          “ Equity Securities ” means (i) 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 (ii) 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 Permitted Transferee ” means any of (i) a trust established by or for the benefit of an eRx Stockholder of which only such eRx Stockholder and his or her immediate family members are beneficiaries, (ii) any Person established for the benefit of, and beneficially owned solely by, an entity eRx Stockholder or the sole individual direct or indirect owner of an entity eRx Stockholder, (iii) upon an individual eRx Stockholder’s death, an executor, administrator or beneficiary of the estate of the deceased eRx Stockholder, (iv) with respect to Class A Shares 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 (v) with respect to

Class A Shares 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.

          “ eRx Shares ” means any Shares held by an eRx Stockholder or eRx Permitted Transferee.

          “ eRx Stockholders ” has the meaning set forth in the preamble.

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

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

          “ Exchange ” means an exchange of Shares pursuant to Section 3.7 of the Amended EBS Master LLC 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).

          “ Existing EBS Master LLC Agreement ” has the meaning set forth in the recitals.

          “ FINRA ” means the Financial Industry Regulatory Authority, or any successor self-regulatory organization.

          “ Form S-3 ” means such form under the Securities Act as is in effect on the date hereof or any successor form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

          “ Form S-3 Registration Statement ” has the meaning set forth in Section 5.3(c).

          “ Form S-3 Shelf Registration Statement ” has the meaning set forth in Section 5.3(c).

          “ Free Writing Prospectus ” means any “free writing prospectus,” as defined in Rule 405 under the Securities Act.

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

          “ GA Permitted Transferee ” means any investment fund Affiliated with a GA Stockholder that was formed to make or hold 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 or operating agreement of such fund would permit.

          “ GA Registration Party ” means, collectively, those persons listed in clause (i) of the definition of “Registration Party.”

          “ GA Stockholder 1 ” has the meaning set forth in the preamble.

          “ GA Stockholder 2 ” has the meaning as set forth in the preamble.

          “ GA Stockholder 3 ” has the meaning as set forth in the preamble.

          “ GA Stockholder 4 ” has the meaning as set forth in the preamble.

          “ GA Stockholder 5 ” has the meaning as set forth in the preamble.

          “ GA Stockholder 6 ” has the meaning as set forth in the preamble.

          “ GA Stockholder 7 ” has the meaning as set forth in the preamble.

          “ GA Stockholder 8 ” has the meaning as set forth in the preamble.

          “ GA Stockholders ” has the meaning set forth in the preamble.

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

          “ GAP-W ” means GAP-W, LLC, a Delaware limited liability company.

          “ 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.

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

          “ 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 or Affiliates of 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 or Affiliates of 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 or Affiliates of 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 or Affiliates of 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 or Affiliates of 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 or Affiliates of 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 Permitted Transferee ” means any investment fund Affiliated with an HF Stockholder that was formed to make or hold 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.

          “ HF Registration Party ” means, collectively, those persons listed in clause (ii) of the definition of “Registration Party.”

          “ HF Stockholder 1 ” has the meaning set forth in the preamble.

          “ HF Stockholder 2 ” has the meaning set forth in the preamble.

          “ HF Stockholder 3 ” has the meaning set forth in the preamble.

          “ HF Stockholder 4 ” has the meaning set forth in the preamble.

          “ HF Stockholder 5 ” has the meaning set forth in the preamble.

          “ HF Stockholders ” has the meaning set forth in the preamble.

          “ Holder ” means any Person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 5.1(c).

          “ Indemnified Liabilities ” has the meaning set forth in Section 7.19.

          “ Indemnified Parties ” has the meaning set forth in Section 7.19.

          “ Independent Director ” means a Director who is, as of the date of such Director’s election or appointment and as of any other date on which the determination is being made, an NYSE Independent Director and an SEC Independent Director.

          “ Initial Post-IPO Period ” has the meaning set forth in Section 2.1(d)(i).

          “ Initiating Shelf Holder ” has the meaning set forth in Section 5.4(a).

          “ Institutional Stockholders ” has the meaning set forth in the preamble and shall also include any Person that executes this Agreement as an Institutional Stockholder, and any other Person who shall become a party to or bound by this Agreement as an additional or substituted Institutional Stockholder as set forth herein, that has not made a disposition of all Shares held by such Person.

          “ IPO ” means the first Public Offering of Class A Shares in a firm commitment underwriting.

          “ IPO Date ” means the date on which the IPO is consummated.

          “ IPO Registration Statement ” means the initial registration statement filed under the Securities Act with respect to the IPO.

          “ 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 7.11.

          “ 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 attributed to such term in the Amended EBS Master LLC Agreement.

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

          “ Management Shares ” means any Shares held by a Management Stockholder or a Management Permitted Transferee.

          “ Management Stockholders ” has the meaning set forth in the preamble.

          “ Marketed Underwritten Shelf Take-Down ” has the meaning set forth in Section 5.4(b).

          “ Non-Marketed Underwritten Shelf Take-Down ” has the meaning set forth in Section 5.4(c).

          “ Non-Marketed Underwritten Shelf Take-Down Notice ” has the meaning set forth in Section 5.4(d).

          “ NYSE ” means the New York Stock Exchange or other stock exchange or securities market on which the Class A Shares are at any time listed or quoted.

          “ NYSE Independent Director ” means a Director who qualifies, as of the date of such Director’s election or appointment to the Board and as of any other date on which the determination is being made, as an “Independent Director” under the listing requirements of the NYSE, as amended from time to time, as determined by the Board without the vote of such Director.

          “ Ordinary S-3 Registration Statement ” has the meaning set forth in Section 5.3(e).

          “ Other Securities ” means securities of the Company sought to be included in a registration other than Registrable Securities.

          “ Other Stockholder ” has the meaning set forth in Section 6.3(a).

          “ Permitted Transferees ” means, collectively, the GA Permitted Transferees, HF Permitted Transferees, Management Permitted Transferees and eRx Permitted Transferees.

          “ 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.

          “ Piggyback Notice ” has the meaning set forth in Section 5.2(a).

          “ 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.

          “ Pro Rata Commencement Time ” has the meaning set forth in Section 4.1(a)(i)(A).

          “ Pro Rata Take-Down Portion ” has the meaning set forth in Section 5.4(f).

          “ Public Offering ” means a public offering of Class A Shares pursuant to an effective registration statement (other than on Form S-4, Form S-8 or their respective equivalents) filed by the Company under the Securities Act.

          “ Registrable Securities ” means Class A Shares owned by the Institutional Stockholders, Management Stockholders and eRx Stockholders, including any Class A Shares issuable or issued upon conversion or exchange of other securities of the Company or any of its Subsidiaries (including, for the avoidance of doubt, any Class A Shares issuable upon exchange of Units and the corresponding Class B Shares), until (i) a registration statement covering such Class A Shares has been declared effective by the SEC and such Class A Shares have been disposed of pursuant to such effective registration statement, (ii) such Class A Shares are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or (iii) such Class A Shares are otherwise Transferred, the Company has delivered a new certificate or other evidence of ownership for such Class A Shares not bearing the legend required pursuant to this Agreement and such Class A Shares may be resold without limitation or subsequent registration under the Securities Act; provided , that Registrable Securities shall not include restricted securities that have not yet vested or Escrowed Shares.

          “ Registration Expenses ” means any and all expenses incident to performance of or compliance with any registration of securities pursuant to Article V, including (i) the fees, disbursements and expenses of the Company’s counsel and accountants, including for special audits and comfort letters; (ii) all expenses, including filing fees, in connection with the preparation, printing and filing of the registration statement, any preliminary prospectus or final prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to any underwriters and dealers; (iii) the cost of printing or producing any underwriting agreements and blue sky or legal investment memoranda and any other documents in connection with the offering, sale or delivery of the securities to be disposed of; (iv) all expenses in connection with the qualification of the securities to be disposed of for offering and sale under state securities laws, including the fees and disbursements of counsel for the underwriters and the Selling Holders in connection with such qualification and in connection with any blue sky and legal investment surveys; (v) the filing fees incident to securing any required review by FINRA of the terms of the

sale of the securities to be disposed of; (vi) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering; (vii) all security engraving and security printing expenses; (viii) all fees and expenses payable in connection with the listing of the securities on any securities exchange or automated interdealer quotation system or the rating of such securities; (ix)all expenses with respect to road shows that the Company is obligated to pay pursuant to Section 5.7(o); (x) the reasonable fees and expenses of counsel for each of the Registration Parties participating in the registration incurred in connection with any such registration; and (xi) any other fees and disbursements of underwriters customarily paid by the Selling Holders, but excluding underwriting discounts and commissions and transfer taxes, if any (which underwriting discounts and commissions and transfer taxes shall be borne by the Selling Holders and, if selling securities in such offering, the Company, pro rata in accordance with the total amount of securities sold in such offering by each such Person in accordance with Section 5.6(b)).

          “ Registration Party ” means any of: (i) any GA Stockholder or any of its respective Transferees under Section 5.1(c) holding Registrable Securities, (ii) any HF Stockholder or any of its respective Transferees under Section 5.1(c) holding Registrable Securities, (iii) any Management Stockholder or Management Permitted Transferee holding Registrable Securities and (iv) and any eRx Stockholder or eRx Permitted Transferee holding Registrable Securities.

          “ Reorganization Agreement ” means the Reorganization Agreement, dated as of August 4, 2009, by and among the Company, 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 Stockholders and EBS Master, as it may be amended, supplemented or restated from time to time.

          “ Sale Notice ” has the meaning set forth in Section 6.3(b).

          “ SEC ” means the Securities and Exchange Commission, or any successor agency.

          “ SEC Independent Director ” means a Director who qualifies, as of the date of such Director’s election or appointment to the Board and as of any other date on which the determination is being made, as an “Independent Director” under Rule 10A-3 under the Exchange Act as well as any other requirement of the U.S. securities laws which is then applicable to the Company, as determined by the Board without the vote of such Director.

          “ Second Post-IPO Period ” has the meaning set forth in Section 2.1(d)(i).

          “ 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).

          “ Selling Holders ” means, with respect to any registration statement, any Registration Party whose Registrable Securities are included therein.

          “ Shares ” means any shares of common stock of the Company, including the Class A Shares, the Class B Shares and any Shares issued in exchange for shares of any Subsidiaries of the Company, and shall also include any Equity Security issued in respect of or in exchange for Shares, whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation, conversion or reorganization.

          “ Shelf Holder ” means any holder of Registrable Securities that are included in the Form S-3 Shelf Registration Statement.

          “ Shelf Take-Down ” has the meaning set forth in Section 5.4(a).

          “ Stockholders ” means, collectively, the Institutional Stockholders, Management Stockholders and eRx Stockholders.

          “ Subsidiary ” means, with respect to any specified Person, any other Person with respect to which such specified Person (i) has, directly or indirectly, the power, through the ownership of securities or otherwise, to elect a majority of directors or similar managing body or (ii) beneficially owns, directly or indirectly, a majority of such Person’s Equity Securities. Notwithstanding the foregoing, EBS Master will be considered a Subsidiary of the Company for as long as the Company directly or indirectly owns any Units of EBS Master.

          “ Tag-Along Notice ” has the meaning set forth in Section 6.3(b).

          “ Tag-Along Right ” has the meaning set forth in Section 6.3(a).

          “ Tag-Along Sale Transaction ” has the meaning set forth in Section 6.3(a).

          “ Tag-Along Seller ” has the meaning set forth in Section 6.3(a).

          “ Tax Distribution ” has the meaning attributed to such term in the Amended EBS Master LLC Agreement.

          “ 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 GA LLC or H&F among the individual officers, directors, managers, partners or other

individual controlling persons of GA LLC or H&F, as applicable (in each case, as compared to the relative equity ownership thereof as of the Effective Date), shall not of itself constitute a “Transfer,” (ii) a pledge by GAP LP, GA LLC, GAP Coinvestments III, GAP Coinvestments IV, GapStar, Gmbh Coinvestment or GAP-W (collectively, the “ GA Entities ”) or their controlled Affiliates of Equity Securities of the Company under any credit facility of a GA Entity shall not of itself constitute a “Transfer,” and (iii) a pledge by any HF Stockholder or its controlled Affiliates of Common Stock under any credit facility of an HF Stockholder shall not of itself constitute a “Transfer.” For the avoidance of doubt, (a) any Transfer, directly or indirectly, of any Equity Securities of any GA Stockholder to any Person that is not a partner or member of a GA Entity shall be considered a Transfer by the GA Stockholder, (b) any Transfer, directly or indirectly, of any Equity Securities of any HF Stockholder to any Person that is not a partner in HF Fund VI shall be considered a Transfer by the HF Stockholder, (c) any assignment of Equity Securities of any of the GA Entities or HF Fund VI that results in a Person holding directly or indirectly Equity Securities in a GA Stockholder or an HF Stockholder will not be considered a Transfer, and (d) any assignment of Equity Interests of NHS among Ken Hill and his family members will not be considered a Transfer. The terms “ Transferee ,” “ Transferor ,” “ Transferred ,” and other forms of the word “ Transfer ” shall have the correlative meanings.

          “ Underwritten Shelf Take-Down ” has the meaning set forth in Section 5.4(b).

          “ Underwritten Shelf Take-Down Notice ” has the meaning set forth in Section 5.4(b).

          “ VCOC Equityholder ” has the meaning set forth in Section 3.1(c).

          “ Voting Power ” means the aggregate number of votes authorized by the Company’s Amended and Restated Certificate of Incorporation, as it may be amended, supplemented or restated from time to time, to be cast in the election of directors by the holders of all outstanding securities of the Company entitled to vote in the election of a majority of the directors of the Company.

           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 the United States generally accepted accounting principles and practices in effect from time to time;

          (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) the word “or” is not exclusive and 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) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms;

          (g) 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;

          (h) if any GA Stockholder shall hereafter Transfer any of its Shares to any of the GA Permitted Transferees in accordance with Section 6.1, the term “GA Stockholder” shall mean the GA Stockholders and such GA Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken at the election of the GA Stockholders may be exercised or taken at the election of the GA Stockholders and such GA Permitted Transferees who, collectively, hold a majority of all of the Voting Power held by the GA Stockholders and the GA Permitted Transferees;

          (i) if any HF Stockholder shall hereafter Transfer any of its Shares to any of the HF Permitted Transferees in accordance with Section 6.1, the term “HF Stockholder” shall mean the HF Stockholders and such HF Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken at the election of the HF Stockholders may be exercised or taken at the election of the HF Stockholders and such HF Permitted Transferees who, collectively, hold a majority of all of the Voting Power held by the HF Stockholders and the HF Permitted Transferees;

          (j) if any Management Stockholder shall hereafter Transfer any of its Shares to any of the Management Permitted Transferees in accordance Section 6.1, the term “Management Stockholder” shall mean the Management Stockholders and such Management Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken at the election of the Management Stockholders may be exercised or taken at the election of the Management Stockholders and such Management Permitted Transferees who, collectively, hold a majority of all of the Voting Power held by the Management Stockholders and the Management Permitted Transferees; and

          (k) if any eRx Stockholder shall hereafter Transfer any of its Shares to any of the eRx Permitted Transferees in accordance Section 6.1, the term “eRx Stockholder” shall mean the eRx Stockholders and such eRx Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken at the election

of the eRx Stockholders may be exercised or taken at the election of the eRx Stockholders and such eRx Permitted Transferees who, collectively, hold a majority of all of the Voting Power held by the eRx Stockholders and the eRx Permitted Transferees.

ARTICLE II
CORPORATE GOVERNANCE

           Section 2.1 Board of Directors .

          (a) Size . On and after the IPO Date, the Board shall consist of nine Directors; provided , that the Board shall further increase the number of Independent Directors to the extent necessary to comply with applicable Law and the NYSE rules. If the number of Directors on the Board is increased pursuant to the proviso of the immediately preceding sentence, then the GA Stockholders and the HF Stockholders shall agree to proportionate increases to the number of Directors that each is entitled to nominate as set forth in Section 2.1(b) after giving effect to all such increases to the size of the Board.

          (b) Composition. Subject to Section 2.1(a), the rights of the GA Stockholders and the HF Stockholders to nominate Directors shall be as follows:

          (c) Nominations . The initial Director nominees of the GA Stockholders are Mark Dzialga, Jonathan Korngold, and Tracy Bahl. The initial Director nominees of the HF Stockholders are Philip Hammarskjold and Allen Thorpe. The initial Independent Director jointly nominated by the HF Stockholders and the GA Stockholders in accordance with Section 2.1(b)(iii) is James Kever. The remaining initial directors of the Company are Dinyar Devitre, George Lazenby and Philip Pead, none of whom are nominees of either the GA Stockholders or the HF Stockholders. With respect to any Director to be nominated by the Institutional Stockholders other than the initial Directors listed above, an Institutional Stockholder shall nominate its Director or Directors by delivering to the Company its written statement at least 30 days prior to the one-year anniversary of the preceding annual meeting nominating its Director or Directors and setting forth such Director’s or Directors’ business address, telephone number, facsimile number and e-mail address; provided , that if an Institutional Stockholder shall fail to deliver such written notice, such Institutional Stockholder shall be deemed to have nominated the Director(s) previously nominated (or designated pursuant to this Section 2.1(c)) by such Institutional Stockholder who is/are currently serving on the Board. The Independent Director nominated in accordance with Section 2.1(b)(iii) shall be nominated by the GA Stockholders and the HF Stockholders delivering to the Company a written statement nominating such Independent Director.

          (d) Right to Delegate; Committees . The Company shall establish and maintain an audit committee, a compensation committee and a nominating committee of the Board, as well as such other Board committees as the Board deems appropriate from time to time or as may be required by applicable Law or the NYSE rules. The committees shall have such duties and responsibilities as are customary for such committees, subject to the provisions of this Agreement and shall be composed as follows:

Notwithstanding the foregoing, the Board (upon the recommendation of the nominating committee of the Board) shall, only to the extent necessary to comply with applicable Law and the NYSE rules, modify the composition of any such committee to the extent required to comply with such applicable Law and the NYSE rules. If any vacant Director position on any committee of the Board results from an Institutional Stockholder no longer being entitled to nominate Directors, then such vacant position shall be filled by the Board in accordance with the last sentence of Section 2.1(f).

          (e)  Removal . Directors shall serve until their resignation or removal or until their successors are nominated; provided , that if the number of Directors that any Institutional Stockholder is entitled to nominate pursuant to Section 2.1(b) is reduced by one or more Directors, then the GA Stockholders or HF Stockholders, as the case may be, shall, to the extent requested by the HF Stockholders or GA Stockholders, as applicable, promptly cause such number of its then-nominated Directors equal to the number by which the number of its nominated Directors has been so reduced as aforesaid to resign from the Board. Each Institutional Stockholder agrees that if, at any time, it is then entitled to vote for the removal of Directors, it will not vote any of its Shares in favor of the removal of any Director who shall have been nominated in accordance with this Section 2.1, unless the Person or Persons entitled to nominate such Director shall have consented to such removal in writing, provided that if the Person or Persons entitled to nominate any Director pursuant to this Section 2.1 shall request in writing the removal, with or without cause, of such Director, each Institutional Stockholder shall vote its Shares in favor of such removal. Each Institutional Stockholder shall cause any Director nominated by it (including any Independent Director that such Institutional Stockholder may have jointly nominated) to resign from the Board, or from service on any committee of the Board, and all Institutional Stockholders then entitled to vote for the removal of Directors shall vote their Shares in favor of the removal of such Director, if at any time such Director does not satisfy any applicable requirements of applicable Law or the NYSE rules for service on the Board or such committee.

          (f)  Vacancies . If any Director dies or is unwilling or unable to serve as such or is otherwise removed or resigns from office (other than pursuant to the proviso to the first sentence of Section 2.1(e) regarding a reduction in the size of the Board due to a reduction in the number of Directors an Institutional Stockholder is entitled to nominate pursuant to Section 2.1(b)), then the Institutional Stockholder or Institutional Stockholders whose previously nominated Director shall have been removed or shall have resigned shall promptly nominate a successor to such Director, in accordance with this Section 2.1. Each Institutional Stockholder then entitled to vote for the election of such successor as a Director agrees that it will vote its Shares, or execute a proxy or written consent, as the case may be, and each Institutional Stockholder and the Company agree to take such other actions as may be necessary, in each case, in order to ensure that such successor is elected to the Board as promptly as practicable. If neither the GA Stockholders nor the HF Stockholders are entitled to participate in the nomination of any vacant Director position(s), such vacant Director position(s) shall be filled by the Board

(upon the recommendation of the nominating committee of the Board, if then existing) in accordance with the Charter and this Agreement.

          (g)  Expense Reimbursement . The Company shall reimburse each Director for all necessary and proper costs and expenses (including travel expenses) incurred in connection with such Director’s attendance and participation at meetings of the Board, or any committee thereof.

          (h)  Actions by Institutional Stockholders . Each Institutional Stockholder shall, at any time it is then entitled to vote for the election of Directors to the Board, vote all of its Shares or execute proxies or written consents, as the case may be, and take all other necessary action in order to ensure that the composition of the Board complies with (and includes all of the requisite nominees in accordance with) this Section 2.1.

           Section 2.2 Conflicting Charter Provisions . Each Institutional Stockholder shall vote its Shares or execute proxies or written consents, as the case may be, and shall take all other actions necessary, to ensure that the Company’s Charter (a) facilitates, and does not at any time conflict with, any provision of this Agreement and (b) permits each Institutional Stockholder to receive the benefits to which each such Institutional Stockholder is entitled under this Agreement.

           Section 2.3 Controlled Company .

          (a) The Institutional Stockholders agree and acknowledge that,

          (b) For so long as the Company qualifies as a “controlled company” for purposes of the NYSE rules, the Company will elect to be a “controlled company” for purposes of the NYSE rules, and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. If the Company ceases to qualify as a “controlled company” for purposes of the NYSE rules, the Institutional Stockholders and the Company will take whatever action may be reasonably necessary, if any, to cause the Company to comply with the NYSE rules as then in effect.

ARTICLE III
INFORMATION RIGHTS; VCOC RIGHTS

           Section 3.1 Information Rights; VCOC Rights .

          (a) Information Rights . At the request of any Institutional Stockholder, the Company shall deliver to such Institutional Stockholder the following:

          (b) Credit Facility Reports . The Company shall also furnish to each of the Institutional Stockholders at their request a copy of any periodic reports required to be provided by the Company pursuant to the Credit Facilities.

          (c) VCOC Equityholder . With respect to each HF Stockholder and, at the request of an HF Stockholder, each Affiliate thereof that indirectly has an interest in the Company and that acknowledges and agrees to be bound by Section 7.9, in each case that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Regulations (each, a “ VCOC Equityholder ”), for so long as the VCOC Equityholder, directly or through one or more conduit Subsidiaries, continues to hold any Equity Securities of the Company, in each case without limitation or prejudice of any the rights provided to any of the HF Stockholders hereunder, the Company shall, with respect to each such VCOC Equityholder:

          The Company agrees to consider, in good faith, the recommendations of each VCOC Equityholder or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. The obligations of the Company set forth in Section 3.1(c) and Section 3.1(d) are expressly intended to create third party beneficiary rights of each VCOC Equityholder.

          (d) In the event that the Company ceases to qualify as an “operating company” (within the meaning of the first sentence of 29 C.F.R. § 2510.3-101(c)(1) of the Plan Asset Regulations), then the Company and each party hereto will cooperate in good faith to take all reasonable action necessary to provide that the investment (or at least 51% of the investment valued at cost) of each VCOC Equityholder shall continue to qualify as a “venture capital investment” (as defined in 29 C.F.R. § 2510.3-101(d) of the Plan Asset Regulations).

ARTICLE IV
PRIORITIES UPON TRANSFER

           Section 4.1 Order of Priorities Among the Institutional Stockholders .

          (a) Notwithstanding anything to the contrary in this Agreement, unless otherwise agreed by the GA Stockholders and the HF Stockholders, any Transfer of the Company’s Equity Securities (including Transfers effected by secondary sales of the Company’s Equity Securities in all Public Offerings and whether or not initiated by the Company, Transfers made pursuant to Rule 144 under the Securities Act, and Transfers effected by any other sales, hedging transactions or other dispositions) by the GA Stockholders and the HF Stockholders other than Transfers to their respective Permitted Transferees or pursuant to an Exchange, in each case as permitted by Section 6.1, shall be made in accordance with Article V and Article VI and the following order of priorities:

For the avoidance of doubt, to the extent that the number of the Company’s Equity Securities being Transferred in any Transfer will result in the Pro Rata Commencement Time occurring, then clause (1) of Section 4.1(a)(i)(A) or Section 4.1(a)(ii)(A), as the case may be, will be applicable to such Transfer up to the point of such Transfer where the Pro Rata Commencement Time occurs and clause (2) of Section 4.1(a)(i)(A) or Section 4.1(a)(ii)(B), as the case may be, will be applicable to the remainder of the Company’s Equity Securities being Transferred in such Transfer.

          (b) For the avoidance of doubt, the priorities upon Transfer of the Company’s Equity Securities in this Article IV shall not restrict any Institutional Stockholder from initiating a Transfer of the Company’s Equity Securities in accordance with this Agreement; provided , that such Institutional Stockholder complies with the provisions of this Agreement and that the other Institutional Stockholders are afforded the priorities and other rights specified herein. For the avoidance of doubt, nothing in this Article IV shall obligate an Institutional Stockholder to participate in any Transfer or proposed Transfer, and no failure by an Institutional Stockholder to participate in a Transfer to the extent entitled to participate shall impair the right of such Institutional Stockholder to participate in any future Transfers pursuant to this Article IV based on the relative ownership of Equity Securities of the Institutional Stockholders at the time of any such future Transfer.

ARTICLE V
REGISTRATION RIGHTS

           Section 5.1 Demand Rights .

          (a)  Demand Rights . Subject to the terms and conditions of this Agreement (including Section 5.1(b)), upon written notice delivered by a GA Registration Party or HF Registration Party (a “ Demand ”) at any time requesting that the Company effect the registration (a “ Demand Registration ”) under the Securities Act (including a registration to be made on a delayed or continuous basis under Rule 415 under the Securities Act) of any or all of the Registrable Securities held by such Registration Party, which Demand shall specify the number and type of such Registrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, the Company shall promptly give written notice of such Demand to all other Registration Parties and other Persons who may have piggyback registration

rights with respect to such Demand Registration and shall promptly file the appropriate registration statement and use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register by such Registration Party in the Demand, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders thereof (other than, with respect to the IPO only, the eRx Stockholders) by written request given to the Company within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in each case subject to Section 5.1(f), all to the extent required to permit the disposition (in accordance with such intended methods of disposition) of the Registrable Securities to be so registered.

          (b)  Limitations on Demand Rights . Each GA Registration Party shall be entitled to make five Demands under Section 5.1(a) (and is hereby deemed to have made one of its five Demands for the IPO) and each HF Registration Party shall be entitled to make four Demands under Section 5.1(a); provided , that the GA Registration Parties and the HF Registration Parties shall only be entitled to make a Demand pursuant to Section 5.1(a) if such Registration Party, together with all other Registration Parties delivering the Demand, are requesting the registration of Registrable Securities with an aggregate estima