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MEDASSETS, INC.
OFFER TO
EXCHANGE
UP TO $325,000,000 MILLION PRINCIPLE AMOUNT OF
8.0% SENIOR NOTES DUE 2018,
FOR
ALL OF THEIR OUTSTANDING
8.0% SENIOR NOTES DUE 2018 AND
SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED
To Our
Clients:
Enclosed for your consideration is a Prospectus dated
[ ],
2011 (as the same may be amended or supplemented from time to
time, the “Prospectus”) and a form of Letter of
Transmittal (the ‘‘Letter of Transmittal”)
relating to the offer (the “Exchange Offer”) by
MedAssets, Inc. (the “Company”) to exchange up
to $325,000,000 in principal amount at maturity of its
8.0% Senior Notes due 2018 (the “Exchange
Notes”) for any and all of its outstanding
8.0% Senior Notes due 2018, issued and sold in a
transaction exempt from registration under the Securities Act of
1933, as amended (the “Original Notes”).
The material is being forwarded to you as the beneficial owner
of Original Notes carried by us for your account or benefit but
not registered in your name. A tender of any Original Notes may
be made only by us as the registered holder and pursuant to your
instructions. The accompanying Letter of Transmittal is
furnished to you for informational purposes only and may not be
used by you to exchange the Original Notes held by us and
registered in our name for your account or benefit. Therefore,
the Company urges beneficial owners of Original Notes registered
in the name of a broker, dealer, commercial bank, trust company
or other nominee to contact such registered holder promptly if
they wish to tender Original Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us
to tender any or all of your Original Notes, pursuant to the
terms and conditions set forth in the Prospectus and Letter of
Transmittal. We urge you to read carefully the Prospectus and
Letter of Transmittal before instructing us to tender your
Original Notes.
YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS
POSSIBLE IN ORDER TO PERMIT US TO TENDER ORIGINAL NOTES ON
YOUR BEHALF IN ACCORDANCE WITH THE PROVISIONS OF THE EXCHANGE
OFFER. The Exchange Offer will expire at 5:00 p.m., New
York City time, on
[ ],
2011, unless extended (the ‘‘Expiration
Date”). Original Notes tendered pursuant to the
Exchange Offer may be withdrawn, subject to the procedures
described in the Prospectus, at any time prior to the Expiration
Date.
If you wish to have us tender any or all of your Original Notes
held by us for your account or benefit, please so instruct us by
completing, executing and returning to us the instruction form
that is attached hereto. Please note that the accompanying
Letter of Transmittal is furnished to you for informational
purposes only and may not be used by you to tender Original
Notes held by us and registered in our name for your account or
benefit.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the
enclosed material referred to therein relating to the Exchange
Offer of MedAssets, Inc.
THIS WILL INSTRUCT YOU TO TENDER THE PRINCIPAL AMOUNT OF
ORIGINAL NOTES INDICATED BELOW HELD BY YOU FOR THE ACCOUNT
OR BENEFIT OF THE UNDERSIGNED, PURSUANT TO THE TERMS OF AND
CONDITIONS SET FORTH IN THE PROSPECTUS AND THE LETTER OF
TRANSMITTAL.
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Box 1
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Please tender my Original Notes held by you for my account or
benefit. I have identified on a signed schedule attached hereto
the principal amount of Original Notes to be tendered if I wish
to tender less than all of my Original Notes.
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Box 2
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Please do not tender any Original Notes held by you for my
account or benefit.
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Date:
, 2011
Signature(s)
Please print name(s) here
Address and Telephone Number
Tax Identification or Social Security No.(s)
My Account Number With You
Unless a specific contrary instruction is given in the signed
Schedule attached hereto, your signature(s) hereon shall
constitute an instruction to us to tender all of your Original
Notes.
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SCHEDULE
Please tender my Original Notes held by you for my account or
benefit as indicated below:
AGGREGATE PRINCIPAL AMOUNT OF ORIGINAL NOTES TENDERED
Signature(s)
Please print name(s) here
Address and Telephone Number
Tax Identification or Social Security No.(s)
My Account Number With You
Date
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