EXHIBIT 10.50
THIRD AMENDMENT TO RESTATED
SHAREHOLDERS AGREEMENT
OF
WEBMD, INC.
THIS THIRD AMENDMENT is made and entered into as of the 1st day of
September, 1998.
W I T N E S S E T H:
WHEREAS, WebMD, Inc., a Georgia corporation, formerly known as Endeavor
Technologies, Inc. (the "Company"), and certain shareholders of the Company are
parties to that certain Restated Shareholders Agreement of the Company dated
October 18, 1996, as amended by that certain First Amendment to Restated
Shareholders Agreement of Endeavor Technologies, Inc., dated December 5, 1997
and as amended by that certain Second Amendment to Restated Shareholders
Agreement of WebMD, Inc. dated August 24, 1998 (as amended, the "Restated
Shareholders Agreement"), pursuant to which shareholders of the Company set
forth the terms and conditions pursuant to which the Company would be organized
and the business of the Company would be operated;
WHEREAS, the Company desires to sell to Matria Healthcare, Inc. (the
"Purchaser"), and the Purchaser desires to acquire, One Hundred Thirty-Four
Thousand (134,000) shares of Series A Preferred Stock of the Company pursuant to
the terms and conditions of a certain Investment Agreement dated September 1,
1998 by and between the Company and the Purchaser (the "Investment Agreement");
WHEREAS, the Purchaser desires that the Restated Shareholders Agreement be
amended;
WHEREAS, the Restated Shareholders Agreement provides that it may be
amended or modified only by a written instrument executed by parties thereto
holding both (i) a majority of the issued and outstanding shares of Common
Stock, without series designation, of the Company and (ii) a majority of issued
and outstanding "Participating Securities" (as defined in the Restated
Shareholders Agreement); and
WHEREAS, the parties signatory hereto represent the requisite number of
shares necessary to effect an amendment to the Restated Shareholders Agreement,
which is amended by virtue of this Third Amendment.
NOW, THEREFORE, to induce the Purchaser to enter into the Investment
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. Section 4.2 of the Restated Shareholders Agreement, which is entitled
"Competition," shall not apply to the Purchaser.
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IN WITNESS WHEREOF, the parties have executed or caused to be executed
this Third Amendment as of the day and year first written above.
WEBMD, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx
Chairman and Chief Executive Officer
HBO & COMPANY OF GEORGIA
By: /s/ Xxx Xxxxxxxxxx
------------------------------------
Name: Xxx Xxxxxxxxxx
---------------------------
Title: President, COO and CFO
--------------------------
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------
XXXXXXX X. XXXXXX
XXXX PARTNERS
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
------------------------------
Title: General Partner
-----------------------------
/s/ Xxxxxx X. Xxxxx, III
---------------------------------------
XXXXXX X. XXXXX, III
/s/ Xxxxxx X. Xxxxx
---------------------------------------
XXXXXX X. XXXXX
PREMIERE TECHNOLOGIES, INC.
By:____________________________________
Name:______________________________
Title:_____________________________
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