FIRST AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
PF2 SPINCO LLC
THIS FIRST AMENDED AND RESTATED LIMITED LIABIITY COMPANY AGREEMENT OF PF2 SPINCO LLC (this "Agreement") is entered
into effective as of October 4, 2019 (the "Effective Date"), by and between PF2 SpinCo LLC, a Delaware limited liability company (the "Company"), and McKesson Corporation, a Delaware corporation and the sole
member of the Company (the "Member").
WHEREAS, the Company was formed as a limited liability company under the laws of the State of Delaware on August 22, 2016;
WHEREAS, the Member and the Company are parties to that certain Limited Liability Company Agreement of the Company, dated effective as of
August 22, 2016 (the "Existing LLC Agreement"); and
WHEREAS, the parties hereto desire to enter into this Agreement
as of the Effective Date in order to amend and restate in its entirety the Existing LLC Agreement and to set forth their respective rights, duties, and responsibilities with respect to the Company.
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the parties hereto agree as follows:
1. Registration with the Secretary of State. The Company has been organized as a Delaware limited
liability company by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware under and pursuant to the Delaware Limited Liability Company Act, as amended from time to time (the "Act"). This
Agreement shall be effective as of Effective Date. The name of the Company is "PF2 SpinCo LLC," and all business of the Company shall be conducted under such name, except as otherwise determined by the Board of Managers (as defined
2. Principal Place of Business. The Company shall have a principal place of business which shall at
all times be located within the United States. The Company may locate its place of business at any other place or places within or outside the State of Delaware as the Board of Managers may from time to time deem advisable.
3. Registered Agent. The name of the Companys registered agent in the State of Delaware shall be
Corporation Service Company. The address of the Companys registered office and that of its registered agent shall be such address determined by such registered agent from time