EXHIBIT 10.53
FIRST AMENDMENT TO SHAREHOLDERS' AGREEMENT
THIS FIRST AMENDMENT TO SHAREHOLDERS' AGREEMENT (this "Agreement"), made as
of the 28th day of January, 1999, by and among Xxxxxxx X. Xxxxxx ("Xxxxxx"), T.
Xxxxx Xxxxxxx ("Xxxxxxx"), K. Xxxxxx Xxxxxxxx ("Xxxxxxxx"), W. Xxxxxxx Xxxxxx
("Xxxxxx"), and Xxxxx X. Xxxxxxxx ("Springer"); together with Xxxxxx, Whitney,
Draughon, and Xxxxxx being collectively referred to hereinafter as the
"Managers" and individually as a "Manager"; HBO & Company of Georgia, a
Delaware corporation (the "Purchaser"; the Purchaser and the Managers being
referred to hereinafter collectively as the "Shareholders"); and WEBMD, INC., a
Georgia corporation, formerly known as Endeavor Technologies, Inc. (the
"Company");
W I T N E S S E T H:
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WHEREAS, the Shareholders and the Company did enter into a certain
Shareholders' Agreement dated August 24, 1998 (the "Original Agreement"),
whereby the Managers granted the Purchaser certain rights of co-sale regarding
any series of common stock of the Company owned by them as of the date thereof,
issuable to them upon exercise of options or otherwise subsequently acquired by
them and addressing certain matters relating to the governance of the Company;
WHEREAS, the Purchaser and the Company have entered into a certain
Investment Agreement dated January 28, 1999 (the "Series B Investment
Agreement"), pursuant to which the Purchaser has agreed to purchase a total of
650,000 shares of Series B Preferred Stock, no par value per share of the
Company ("Series B Preferred Stock");
WHEREAS, it is a condition of the Purchaser's obligation to invest in the
Company under the terms of the Series B Investment Agreement that the parties
enter into this amendment to the Original Agreement to take account of the
shares of Series B Preferred Stock that will be owned by the Purchasers after
the closing contemplated by the Series B Investment Agreement in connection with
any exercise of the Rights of Co-Sale granted to Purchaser under the Original
Agreement;
NOW, THEREFORE, in consideration of mutual covenants herein contained, to
induce the Purchaser to enter into the Series B Investment Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Shareholders do hereby agree as
follows:
1. Amendments.
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1.1 The fourth clause beginning with word "WHEREAS," on the first
page of the Original Agreement is hereby amended by substituting for the words
"('Preferred Stock')" at the end thereof the words "('Series A Preferred
Stock')".
1.2 Section 2.3 of the Original Agreement is hereby amended by
deleting the words "Preferred Stock" wherever they appear in the first sentence
thereof substituting instead the words "Series A Preferred Stock" and by
inserting after the words "the designations thereof" within such sentence the
words "or in accordance with the terms of that certain Investment Agreement
dated January 12, 1999, between the Purchaser and the Company".
1.3 Section 2.3 is hereby amended by inserting in the parenthetical
in the third sentence thereof which defines the term "Co-Sale Number") after the
words "upon conversion of any" the words "Series A Preferred Stock or Series B
Preferred Stock, no par value per share, of the Company ['Series B Preferred
Stock'; the Series A Preferred Stock and the Series B Preferred Stock being
referred to hereinafter collectively as the 'Preferred Stock']."
1.4 Except as amended hereby, the terms of the Original Agreement
shall remain in full force and effect without change.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Shareholders' Agreement either themselves or by their duly authorized
representatives as of the day and year first written above.
/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX, individually
T. Xxxxx Xxxxxxx
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T. XXXXX XXXXXXX, individually
/s/ K. Xxxxxx Xxxxxxxx
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K. XXXXXX XXXXXXXX, individually
/s/ W. Xxxxxxx Xxxxxx
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W. XXXXXXX XXXXXX, individually
/s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX, individually
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HBO & COMPANY OF GEORGIA
By: /s/ Xxxxxx X Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: President
WEBMD, INC.
By: Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
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