UNIT PURCHASE AGREEMENT dated November 2, 2006 by and among WebMD Health Corp. and Subimo, LLC, the Principal Unitholders named herein and the Sellers named hereinUnit Purchase Agreement • November 8th, 2006 • WebMD Health Corp. • Services-business services, nec • Illinois
THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is dated as of the second day of November, 2006, by and among (i) WebMD Health Corp., a Delaware corporation (the “Buyer”), (ii) Subimo, LLC, a Delaware limited liability company (the “Company”), (iii) Ann Mond Johnson, John R. Fiacco, Joseph R. Donlan, Tracy J. Heilman, Anthony Cagle, David Shevock, and Gail Matejcic (each a “Principal Unitholder” and, collectively, the “Principal Unitholders”), being the holders of a majority of the limited liability company interests of the Company, and (iv) upon their respective execution of the Joinder at the Closing, each Person identified on Schedule 1.1 hereto (collectively, with the Principal Unitholders, the “Sellers”). Unless otherwise set forth herein, capitalized terms used herein shall have the meanings assigned to such terms in Section 9.
