{"id":43575,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/securities-purchase-agreement-healtheon-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"securities-purchase-agreement-healtheon-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/securities-purchase-agreement-healtheon-corp.html","title":{"rendered":"Securities Purchase Agreement &#8211; Healtheon Corp."},"content":{"rendered":"<pre>\n                        HEALTHEON CORPORATION\n\n\n\n                    SECURITIES PURCHASE AGREEMENT\n\n                          INITIAL CLOSING:\n                          JANUARY 26, 1996\n\n                         SUBSEQUENT CLOSING:\n                           August 15, 1996\n\n\n\n                          TABLE OF CONTENTS\n\n\n\n\n                                                                Page\n                                                                ----\n                                                             \nSECTION 1 - Authorization and Sale of Stock. . . . . . . . . . . . 1\n\n      1.1  Authorization . . . . . . . . . . . . . . . . . . . . . 1\n      1.2  Sale of Stock . . . . . . . . . . . . . . . . . . . . . 1\n\nSECTION 2 - Closing Date; Delivery . . . . . . . . . . . . . . . . 1\n\n      2.1  Closing Date. . . . . . . . . . . . . . . . . . . . . . 1\n      2.2  Subsequent Closing. . . . . . . . . . . . . . . . . . . 2\n      2.3  Delivery. . . . . . . . . . . . . . . . . . . . . . . . 2\n\nSECTION 3 - Representations and Warranties of the Company. . . . . 2\n\n      3.1  Organization and Standing; Certificate and Bylaws . . . 2\n      3.2  Corporate Power . . . . . . . . . . . . . . . . . . . . 2\n      3.3  Subsidiaries. . . . . . . . . . . . . . . . . . . . . . 3\n      3.4  Capitalization. . . . . . . . . . . . . . . . . . . . . 3\n      3.5  Authorization . . . . . . . . . . . . . . . . . . . . . 3\n      3.6  Title to Properties and Assets; Liens, etc. . . . . . . 3\n      3.7  Financial Statements. . . . . . . . . . . . . . . . . . 4\n      3.8  Activities Since Balance Sheet Date . . . . . . . . . . 4\n      3.9  Tax Returns and Payments. . . . . . . . . . . . . . . . 5\n      3.10 Patents, Trademarks, etc. . . . . . . . . . . . . . . . 5\n      3.11 Material Contracts and Commitments. . . . . . . . . . . 5\n      3.12 Compliance with Other Instruments, None \n            Burdensome, etc. . . . . . . . . . . . . . . . . . . . 6\n      3.13 Litigation, etc.. . . . . . . . . . . . . . . . . . . . 6\n      3.14 Employees . . . . . . . . . . . . . . . . . . . . . . . 6\n      3.15 Registration Rights . . . . . . . . . . . . . . . . . . 6\n      3.16 Governmental Consent, etc.. . . . . . . . . . . . . . . 6\n      3.17 Brokers or Finders. . . . . . . . . . . . . . . . . . . 7\n      3.18 Disclosures . . . . . . . . . . . . . . . . . . . . . . 7\n      3.19 Permits . . . . . . . . . . . . . . . . . . . . . . . . 7\n\nSECTION 4 - Representations and Warranties of the Investors. . . . 7\n\n      4.1  Authorization . . . . . . . . . . . . . . . . . . . . . 7\n      4.2  Purchase Entirely for Own Account . . . . . . . . . . . 7\n      4.3  Investment Experience . . . . . . . . . . . . . . . . . 8\n      4.4  Accredited Investor . . . . . . . . . . . . . . . . . . 8\n      4.5  No Public Market. . . . . . . . . . . . . . . . . . . . 8\n      4.6  Receipt of Information. . . . . . . . . . . . . . . . . 8\n      4.7  Restricted Securities . . . . . . . . . . . . . . . . . 8\n      4.8  Further Limitations on Disposition. . . . . . . . . . . 9\n\n\n                                      -i-\n\n\n\n                            TABLE OF CONTENTS\n                               (continued)\n\n\n\n                                                                Page\n                                                                ----\n                                                             \n      4.9  Legends . . . . . . . . . . . . . . . . . . . . . . . . 9\n      4.10 Government Consents . . . . . . . . . . . . . . . . . .10\n\nSECTION 5 - Conditions to Closing of Investors . . . . . . . . . .10\n\n      5.1  Representations and Warranties Correct. . . . . . . . .10\n      5.2  Covenants . . . . . . . . . . . . . . . . . . . . . . .10\n      5.3  Opinion of Company's Counsel. . . . . . . . . . . . . .10\n      5.4  Compliance Certificate. . . . . . . . . . . . . . . . .10\n      5.5  Blue Sky. . . . . . . . . . . . . . . . . . . . . . . .10\n      5.6  Board of Directors. . . . . . . . . . . . . . . . . . .10\n      5.7  Restated Certificate. . . . . . . . . . . . . . . . . .11\n      5.8  No Material Adverse Change. . . . . . . . . . . . . . .11\n      5.9  Investors' Rights Agreement . . . . . . . . . . . . . .11\n\nSECTION 6 - Conditions to Closing of Company . . . . . . . . . . .11\n\n      6.1  Representations . . . . . . . . . . . . . . . . . . . .11\n      6.2  Blue Sky. . . . . . . . . . . . . . . . . . . . . . . .11\n      6.3  Restated Certificate. . . . . . . . . . . . . . . . . .11\n\nSECTION 7 - Miscellaneous. . . . . . . . . . . . . . . . . . . . .11\n\n      7.1  Governing Law . . . . . . . . . . . . . . . . . . . . .11\n      7.2  Survival. . . . . . . . . . . . . . . . . . . . . . . .11\n      7.3  Successors and Assigns. . . . . . . . . . . . . . . . .11\n      7.4  Entire Agreement; Amendment . . . . . . . . . . . . . .12\n      7.5  Notices, etc. . . . . . . . . . . . . . . . . . . . . .12\n      7.6  Delays or Omissions . . . . . . . . . . . . . . . . . .12\n      7.7  California Corporate Securities Law . . . . . . . . . .12\n      7.8  Expenses. . . . . . . . . . . . . . . . . . . . . . . .13\n      7.9  Counterparts. . . . . . . . . . . . . . . . . . . . . .13\n      7.10 Severability. . . . . . . . . . . . . . . . . . . . . .13\n      7.11 Gender. . . . . . . . . . . . . . . . . . . . . . . . .13\n\n\n                                     -ii-\n\n\n\nEXHIBITS\n\n     A.   Schedule of Investors\n\n     B.   Restated Certificate of Incorporation\n\n     C.   Exceptions to Representations and Warranties of the Company \n\n     D.   Amended and Restated Investors' Rights Agreement\n\n     E.   Form of Opinion of Wilson Sonsini Goodrich &amp; Rosati\n\n\n\n\n                        HEALTHEON CORPORATION\n\n                        AMENDED AND RESTATED\n\n                    SECURITIES PURCHASE AGREEMENT\n\n\n     This Amended and Restated Securities Purchase Agreement (the \"Agreement\")\nis made as of August 15, 1996, by and among Healtheon Corporation, a Delaware\ncorporation (the \"Company\"), with its principal office at 87 Encina Avenue, Palo\nAlto, California 94301, and the persons and entities listed on the Schedule of\nInvestors attached as Exhibit A hereto (the \"Investors\").\n\n\n                              SECTION 1\n\n                   AUTHORIZATION AND SALE OF STOCK\n\n     1.1  AUTHORIZATION.  The Company has authorized the sale and issuance of up\nto 1,000,000 shares of its Common Stock (\"Common Stock\") and up to 10,285,000\nshares of its Series A Preferred Stock (\"Series A Preferred\"), each having the\nrights, restrictions, privileges and preferences as set forth in the Company's\nRestated Certificate of Incorporation in the form attached to this Agreement as\nExhibit B (the \"Restated Certificate\").\n\n     1.2  SALE OF STOCK.  Subject to the terms and conditions hereof, the\nCompany will issue and sell to the Investors, and the Investors will buy from\nthe Company, the number of shares (the \"Shares\") of Common Stock and Series A\nPreferred specified opposite each Investor's name on the Schedule of Investors,\nat a cash purchase price of $0.05 per share and $0.50 per share, respectively. \nThe Company's agreements with each of the Investors are separate agreements, and\nthe sales of the Shares to each of the Investors are separate sales.\n\n\n                              SECTION 2\n\n                       CLOSING DATE; DELIVERY\n\n     2.1  CLOSING DATE.  The initial closing of the purchase and sale of the\nShares hereunder (the \"Closing\") shall be held at 3:00 p.m. on January 26, 1996\nor on such later date or dates as the Company and the Investors may agree to\n(the date of such Closing being referred to as the \"Closing Date\").  The place\nof the Closing (including the place of delivery to the Investors by the Company\nof the certificates evidencing all shares of Common Stock and Series A Preferred\nbeing purchased and the place of payment to the Company by the Investors of the\npurchase price therefor) shall be at the offices of Wilson Sonsini Goodrich &amp; Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, California\n94304-1050, or such other place as the Investors and the Company may mutually\n\n\n\nagree.  The date of any closing of the transactions contemplated by this\nAgreement is sometimes also referred to herein as the \"Closing Date.\"\n\n     2.2  SUBSEQUENT CLOSING.  The Company may, in its sole discretion, provide\nfor deferred closings hereunder (the \"Subsequent Closings\"), to be held at the\noffices of Wilson, Sonsini, Goodrich &amp; Rosati, 650 Page Mill Road, Palo Alto,\nCalifornia, at such time and dates as the Company may determine (the date of\nsuch Subsequent Closing being referred to as the \"Subsequent Closing Date\"). \nThe persons entitled to purchase shares of Series A Preferred pursuant to this\nSection 2.2 will be limited to those individuals and entities who, based on\ntheir reputations, experience and contacts within the Company's business, the\nBoard of Directors unanimously believes can contribute to the success of the\nCompany (the \"Friends of the Company\").  The Closing(s) for the Friends of the\nCompany will take place as promptly as possible following the initial Closing\nhereunder.  The number of shares of Series A Preferred which each such Friend of\nthe Company shall be entitled to purchase, shall be determined within the sole\ndiscretion of the Company, but in no event shall the total number of shares of\nSeries A Preferred sold pursuant to this Agreement be more than 10,285,000. \nUpon completion of each Subsequent Closing, if any, all additional purchasers of\nshares of Series A Preferred shall be considered \"Investors\" within the meaning\nof this Agreement.\n\n     2.3  DELIVERY.  At the Closing and any Subsequent Closing, the Company will\ndeliver to each Investor a certificate or certificates representing the number\nof Shares designated in column 2 of the Schedule of Investors to be purchased by\neach Investor, against payment of the purchase price therefor, by check or wire\ntransfer payable to the Company, or by cancellation of outstanding indebtedness\nfrom the Company to such Investor, or by a combination thereof, in the amount\nspecified in column 3 of the Schedule of Investors.\n\n\n                              SECTION 3\n\n            REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n\n     Except as set forth on Exhibit C attached hereto, the Company hereby\nrepresents and warrants to the Investors as follows:\n\n     3.1  ORGANIZATION AND STANDING; CERTIFICATE AND BYLAWS.  The Company is a\ncorporation duly organized and existing under, and by virtue of, the laws of the\nState of Delaware and is in good standing under such laws.  The Company has\nrequisite corporate power to own and operate its properties and assets, and to\ncarry on its business as presently conducted and as proposed to be conducted. \nThe Company is not qualified to do business as a foreign corporation in any\njurisdiction and such qualification is not presently required.  \n\n     3.2  CORPORATE POWER.  The Company will have at the Closing Date all\nrequisite corporate power to execute and deliver this Agreement and the Amended\nand Restated Investors' Rights Agreement attached hereto as Exhibit D (the\n\"Investors' Rights Agreement\"), to sell and issue the \n\n                                     -2-\n\n\nShares hereunder, to issue the underlying Series A-1 Preferred Stock (the \n\"Series A-1 Preferred\") and Common Stock (together, the \"Conversion Stock\") \nin accordance with the provisions of the Restated Certificate, and to carry \nout and perform its obligations under the terms of this Agreement and the \nInvestors' Rights Agreement.\n\n     3.3  SUBSIDIARIES.  The Company has no subsidiaries or affiliated companies\nand does not otherwise own or control, directly or indirectly, any other\ncorporation, association or business entity.\n\n     3.4  CAPITALIZATION.  The authorized capital stock of the Company consists\nof 23,000,000 shares of Common Stock, 1,000,300 shares of which are issued and\noutstanding prior to the Closing, and 11,000,000 shares of Series A Preferred,\n10,000,000 shares of which are issued and outstanding prior to the Closing and\n11,000,000 shares of Series A-1 Preferred, none of which has been or will be\nissued or outstanding prior to the Closing.  The Company has reserved\n(i) 10,285,000 shares of Series A Preferred for issuance hereunder,\n(ii) sufficient shares of Common Stock for issuance upon conversion of the\nSeries A Preferred and\/or Series A-1 Preferred, (iii) 10,285,000 shares of\nSeries A-1 Preferred for issuance upon conversion of the Series A Preferred,\n(iv) 1,000,000 shares of Common Stock for issuance hereunder and (v) 9,000,000\nshares of Common Stock for issuance to employees iv) 9,000,000 shares of Common\nStock for issuance to employees and consultants pursuant to the Company's 1996\nStock Plan (of which 3,389,800 shares have been granted prior to the date\nhereof).  The Series A Preferred and the Series A-1 Preferred shall have the\nrights, preferences, privileges and restrictions set forth in the Restated\nCertificate.  There are no other options, warrants, conversion privileges or\nother rights presently outstanding to purchase or otherwise acquire any\nauthorized but unissued shares of capital stock or other securities of the\nCompany.  Assuming the accuracy of each Investor's representations in Section 4\nbelow, upon issuance, the Shares will have been issued in compliance with all\nfederal and state securities laws.\n\n     3.5  AUTHORIZATION.  All corporate action on the part of the Company, \nits directors and shareholders necessary for the authorization, execution, \ndelivery and performance of this Agreement and the Investors' Rights \nAgreement by the Company, the authorization, sale, issuance and delivery of \nthe Shares and the Conversion Stock and the performance of the Company's \nobligations hereunder has been taken or will be taken prior to the Closing.  \nThis Agreement and the Investors' Rights Agreement, when executed and \ndelivered by the Company, shall constitute the valid and binding obligations \nof the Company enforceable in accordance with their respective terms except \n(i) as limited by applicable bankruptcy, insolvency, reorganization, \nmoratorium, and other laws of general application affecting enforcement of \ncreditors' rights generally, (ii) as limited by laws relating to the \navailability of specific performance, injunctive relief, and other equitable \nremedies, and (iii) to the extent the indemnification provisions contained in \nthe Investors' Rights Agreement may be limited by applicable federal and \nstate securities laws.  The Shares, when issued in compliance with the \nprovisions of this Agreement, will be validly issued and will be fully paid \nand nonassessable; the Series A-1 Preferred issuable upon conversion of the \nSeries A Preferred has been duly and validly reserved and, when issued in \ncompliance with the provisions of this Agreement, will be validly issued and \nwill be fully paid and nonassessable and the Common Stock issuable upon \nconversion of the Series A Preferred and\/or the Series A-1 Preferred has been \nduly and validly reserved and, when issued in compliance with the provisions \nof this Agreement, will be validly issued and will be fully\n\n                                      -3-\n\n\npaid and nonassessable, and free of any liens or encumbrances (assuming the \nInvestors take the Shares with no notice thereof) other than any liens or \nencumbrances created by or imposed upon the holders; provided, however, that \nthe Shares and the Conversion Stock may be subject to restrictions on \ntransfer under state or federal securities laws and restrictions set forth \nherein.\n\n     3.6  TITLE TO PROPERTIES AND ASSETS; LIENS, ETC.  The Company has good and\nvalid title to its properties and assets, and has good title to all its\nleasehold interests, in each case subject to no mortgage, pledge, lien, lease,\nencumbrance or charge, other than (i) the lien of current taxes not yet due and\npayable, and (ii) possible minor liens and encumbrances which do not in any case\nmaterially detract from the value of the property subject thereto or materially\nimpair the operations of the Company, and which have not arisen otherwise than\nin the ordinary course of business.\n\n     3.7  FINANCIAL STATEMENTS.  The Company has delivered to each Investor its\nunaudited financial statements (balance sheet and income statement) at June 30,\n1996 and for the period from inception through June 30, 1996 (the \"Financial\nStatements\").  The Financial Statements have been prepared in accordance with\ngenerally accepted accounting principles applied on a consistent basis\nthroughout the periods indicated and with each other, except that the Financial\nStatements may not contain all footnotes required by generally accepted\nprinciples and are subject to normal year end adjustments.  The Financial\nStatements fairly present the financial condition and operating results of the\nCompany as of the dates, and for the periods, indicated therein.  Except as set\nforth in the Financial Statements, the Company has no material liabilities,\ncontingent or otherwise, other than (i) liabilities incurred in the ordinary\ncourse of business subsequent to June 30, 1996, which individually or in the\naggregate are not material to the financial condition or operating results of\nthe Company, and (ii) obligations not required under generally accepted\naccounting principles to be reflected in the Financial Statements.\n\n     3.8  ACTIVITIES SINCE BALANCE SHEET DATE.  Since the Company's balance\nsheet dated June 30, 1996 there has not been:\n\n          (a)  any damage, destruction or loss, whether or not covered by\ninsurance, materially and adversely affecting the assets, properties, financial\ncondition, operating results, or business of the Company;\n\n          (b)  any waiver by the Company of a valuable right or of a material\ndebt owed to it;\n\n          (c)  any material change or amendment to a material contract or\narrangement by which the Company or any of its assets or properties is bound or\nsubject, except for changes or amendments which are expressly provided for or\ndisclosed in this Agreement;\n\n          (d)  any loans or guarantees made by the Company to or for the benefit\nof its employees, officers or directors, or any members of their immediate\nfamilies, other than travel advances or other advances made in the ordinary\ncourse of business;\n\n                                     -4-\n\n\n          (e)  any declaration, setting aside of payment or other distribution\nin respect of any of the Company's capital stock, or any direct or indirect\nredemption, purchase or other acquisition of any such stock by the Company;\n\n          (f)  any incurrance of indebtedness for money borrowed individually in\nexcess of $50,000 or in excess of $100,000 in the aggregate;\n\n          (g)  any material change in any compensation arrangement or agreement\nwith any employee;\n\n          (h)  any sale, assignment or transfer of any patents, trademarks,\ncopyrights, trade secrets or other intangible assets;\n\n          (i)  any resignation or termination of employment of any key officer\nof the Company; and \n\n          (j)  to the Company's knowledge, any other event or condition or any\ncharacter which would be reasonably likely to materially and adversely affect\nthe assets, properties, financial condition, operating results or business of\nthe Company;\n\n     3.9  TAX RETURNS AND PAYMENTS.  The Company has timely filed all tax\nreturns and reports when and as required by law and has never been audited by\nany state or federal taxing authority.  All tax returns and reports of the\nCompany, if applicable, are true and correct in all material respects.\n\n     3.10 PATENTS, TRADEMARKS, ETC.  The Company owns or has the right, or prior\nto the Closing will own or have the right, to use, free and clear of all liens,\ncharges, claims and restrictions, all patents, trademarks, service marks, trade\nnames, copyrights, licenses and rights necessary to its business as now\nconducted, and is not, to the best of its knowledge, infringing upon or\notherwise acting adversely to the right or claimed right of any person under or\nwith respect to any of the foregoing.  There are no outstanding options,\nlicenses, or agreements of any kind relating to the foregoing, nor is the\nCompany bound by or a party to any options, licenses or agreements of any kind\nwith respect to the patents, trademarks, service marks, trade names, copyrights,\ntrade secrets, licenses, information, proprietary rights and processes of any\nother person or entity.  The Company has not received any written communications\nalleging that the Company has violated or, by conducting its business as\nproposed, would violate any patent, trademark, service mark, trade name,\ncopyright or trade secret or other proprietary right of any other person or\nentity.  The Company is not aware that any of its employees is obligated under\nany contract (including licenses, covenants or commitments of any nature) or\nother agreement, or subject to any judgment, decree or order of any court or\nadministrative agency, that would interfere with the use of such employee's best\nefforts to promote the interests of the Company or that would conflict with the\nCompany's business as proposed to be conducted.  Neither the execution nor\ndelivery of this Agreement, nor the carrying on of the Company's business by the\nemployees of the Company, nor the conduct of the Company's business as proposed,\nwill, to the Company's knowledge, conflict with or result in a breach of the\nterms, conditions or provisions of, or constitute a default under, any contract,\ncovenant or instrument \n\n                                     -5-\n\n\nunder which any of such employees is now obligated.  The Company does not \nbelieve it is or will be necessary to utilize any inventions of any of its \nemployees (or people it currently intends to hire) made prior to their \nemployment by the Company.\n\n     3.11 MATERIAL CONTRACTS AND COMMITMENTS.  Neither the Company, nor, to the\nbest knowledge of the Company, any third party is in default under any material\ncontract, agreement or instrument to which the Company is a party.\n\n     3.12 COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The Company\nis not in violation of any term of the Restated Certificate of Incorporation or\nBylaws, or in any material respect of any term or provision of any material\nmortgage, indenture, contract, agreement or instrument to which it is a party or\nby which it is bound, and to the best of its knowledge, is not in violation of\nany order, statute, rule or regulation applicable to the Company, which\nviolation reasonably would be expected to have a material adverse effect on the\nCompany's business or financial condition.  The execution, delivery and\nperformance of and compliance with this Agreement, and the issuance of the\nShares and the Conversion Stock, have not resulted and will not result in any\nviolation of, or conflict with, or constitute a default under, or result in the\ncreation of, any material mortgage, pledge, lien, encumbrance or charge upon any\nof the properties or assets of the Company.\n\n     3.13 LITIGATION, ETC.  There are no actions, suits, proceedings or\ninvestigations pending against the Company or its properties before any court or\ngovernmental agency (nor, to the best of the Company's knowledge, is there any\nwritten threat thereof), which, either in any case or in the aggregate,\nreasonably would be expected to result in any material adverse change in the\nbusiness or financial condition of the Company or any of its properties or\nassets, or in any material impairment of the right or ability of the Company to\ncarry on its business as now conducted, and none which questions the validity of\nthis Agreement or the Investors' Rights Agreement or any action taken or to be\ntaken in connection herewith.  The Company is not a party to, or to the best of\nits knowledge named in any order, writ, injunction, judgment or decree of any\ncourt or government agency or instrumentality.  There is no action, suit or\nproceeding by the Company currently pending or that the Company currently\nintends to initiate.\n\n     3.14 EMPLOYEES.  To the best of the Company's knowledge, no employee of the\nCompany is in violation of any term of any employment contract, patent\ndisclosure agreement or any other contract or agreement relating to the\nrelationship of any such employee with the Company or any other party because of\nthe nature of the business conducted or to be conducted by the Company.  The\nCompany does not have any collective bargaining agreements covering any of its\nemployees.\n\n     3.15 REGISTRATION RIGHTS.  Except as set forth in the Investors' Rights\nAgreement, the Company is not currently under any obligation to register under\nthe Securities Act of 1933, as amended (the \"Act\") any of its presently\noutstanding securities or any of its securities which may hereafter be issued.\n\n                                     -6-\n\n\n\n     3.16 GOVERNMENTAL CONSENT, ETC.  No consent, approval or authorization \nof, or designation, declaration or filing with, any federal, state or local \ngovernmental authority on the part of the Company is required in connection \nwith the valid execution and delivery of this Agreement and the Investors' \nRights Agreement, or the offer, sale or issuance of the Shares and the \nConversion Stock, or the consummation of any other transaction contemplated \nhereby, except (a) filing of the Restated Certificate in the office of the \nSecretary of State of the State of Delaware, and (b) qualification (or taking \nsuch action as may be necessary to secure an exemption from qualification, if \navailable) of the offer and sale of the Shares and the Conversion Stock under \nthe California Corporate Securities Law and other applicable Blue Sky laws, \nwhich filing and qualification, if required, will be accomplished in a timely \nmanner prior to or promptly upon completion of the Closing.\n\n     3.17 BROKERS OR FINDERS.  The Company has not incurred, and will not \nincur, directly or indirectly, any liability for brokerage or finders' fees \nor agents' commissions or any similar charges in connection with this \nAgreement or any transaction contemplated hereby.\n\n     3.18 DISCLOSURES.  No representation, warranty or statement by the \nCompany in this Agreement, or in any written statement or certificate \nfurnished to the Investors pursuant to this Agreement, contains any untrue \nstatement of a material fact or, when taken together, omits to state a \nmaterial fact necessary to make the statements made herein, in light of the \ncircumstances under which they were made, not misleading.  However, as to any \nprojections furnished to the Investors, such projections were prepared in \ngood faith by the Company, but the Company makes no representation or \nwarranty that it will be able to achieve such projections.  The Company has \nfully provided each Investor with all the information that such Investor has \nrequested for deciding whether to purchase the Shares.\n\n     3.19 PERMITS.  The Company has all franchises, permits, licenses, and \nany similar authority necessary for the conduct of its business as now being \nconducted by it, the lack of which could materially and adversely affect the \nbusiness, properties or financial condition of the Company, and believes it \ncan obtain without undue burden or expense, any similar authority for the \nconduct of its business as planned to be conducted.  The Company is not in \ndefault in any material respect under any of such franchises, permits, \nlicenses or other similar authority.\n\n                              SECTION 4\n\n           REPRESENTATIONS AND WARRANTIES OF THE INVESTORS\n\n     Each Investor hereby represents and warrants to the Company with respect \nto its purchase of the Shares as follows:\n\n     4.1  AUTHORIZATION.  Each of this Agreement and the Investors' Right \nAgreement, when executed and delivered by the Investor, will constitute the \nInvestor's valid and legally binding obligation, enforceable in accordance \nwith its terms, except (i) as limited by applicable bankruptcy, insolvency, \nreorganization, moratorium, and other laws of general application affecting \nenforcement \n\n                                      -7-\n\n\nof creditors' rights generally, (ii) as limited by laws relating to the \navailability of specific performance, injunctive relief, or other equitable \nremedies, and (iii) to the extent the indemnification provisions contained in \nthe Investors' Rights Agreement may be limited by applicable federal or state \nsecurities laws.\n\n     4.2  PURCHASE ENTIRELY FOR OWN ACCOUNT.  This Agreement is made with the \nInvestor in reliance upon the Investor's representation to the Company, which \nby the Investor's execution of this Agreement the Investor hereby confirms, \nthat the Common Stock or Series A Preferred to be received by the Investor \nand the Common Stock and Series A-1 Preferred issuable upon conversion of the \nSeries A Preferred (collectively, the \"Securities\") will be acquired for \ninvestment for the Investor's own account, not as a nominee or agent, and not \nwith a view to the resale or distribution of any part thereof, and that the \nInvestor has no present intention of selling, granting any participation in, \nor otherwise distributing the same.  By executing this Agreement, the \nInvestor further represents that the Investor does not have any contract, \nundertaking, agreement or arrangement with any person to sell, transfer or \ngrant participations to such person or to any third person, with respect to \nany of the Securities.  The Investor represents that it has the full power \nand authority to enter into this Agreement.\n\n     4.3  INVESTMENT EXPERIENCE.  The Investor is an investor in securities \nof companies in the development stage and acknowledges that it is able to \nfend for itself, can bear the economic risk of its investment, and has such \nknowledge and experience in financial or business matters that it is capable \nof evaluating the merits and risks of the investment in the Common Stock or \nSeries A Preferred. If other than an individual, the Investor also represents \nit has not been organized solely for the purpose of acquiring the Common \nStock or Series A Preferred, or if the Investor has been organized solely for \nthe purpose of acquiring the Common Stock or Series A Preferred, that all of \nthe equity owners of the Investor are \"accredited investors\" as defined below.\n\n     4.4  ACCREDITED INVESTOR.  The Investor is an \"accredited investor\" \nwithin the meaning of Securities and Exchange Commission (\"SEC\") Rule 501 of \nRegulation D, as presently in effect.\n\n     4.5  NO PUBLIC MARKET.  Each Investor understands that no public market \nnow exists for any of the securities issued by the Company and that it is \nunlikely that a public market will ever exist for the Shares.\n\n     4.6  RECEIPT OF INFORMATION.  Each Investor has received and reviewed \nthis Agreement and all Exhibits thereto; it, its attorney and its accountant \nhave had access to, and an opportunity to review all documents and other \nmaterials requested of, the Company; it and they have been given an \nopportunity to ask any and all questions of, and receive answers from, the \nCompany concerning the terms and conditions of the offering and to obtain all \ninformation it or they believe necessary or appropriate to evaluate the \nsuitability of an investment in the Common Stock or Series A Preferred; and, \nin evaluating the suitability of an investment in the Common Stock or Series \nA Preferred, it and they have not relied upon any representations or other \ninformation (whether oral or written) other than as set forth in the \ndocuments and answers referred to above.\n\n\n                                      -8-\n\n\n     4.7  RESTRICTED SECURITIES.  The Investor understands that the \nSecurities it is purchasing are characterized as \"restricted securities\" \nunder the federal securities laws inasmuch as they are being acquired from \nthe Company in a transaction not involving a public offering and that under \nsuch laws and applicable regulations such securities may be resold without \nregistration under the Act only in certain limited circumstances.  In \naddition, the Investor represents that it is familiar with Rule 144 \npromulgated under the Act, as presently in effect, and understands the resale \nlimitations imposed thereby and by the Act.\n\n     4.8  FURTHER LIMITATIONS ON DISPOSITION.  Without in any way limiting \nthe representations set forth above, the Investor further agrees not to make \nany disposition of all or any portion of the Securities unless:\n\n          (a)  There is then in effect a Registration Statement under the \nSecurities Act covering such proposed disposition and such disposition is \nmade in accordance with such Registration Statement;\n\n          (b)  The Investor shall have notified the Company of the proposed \ndisposition and shall have furnished the Company with a statement of the \ncircumstances surrounding the proposed disposition, and if requested by the \nCompany, the Investor shall have furnished the Company with either (i) an \nunqualified written opinion of counsel who shall be reasonably satisfactory \nto the Company addressed to the Company and reasonably satisfactory in form \nand substance to the Company's counsel to the effect that the proposed \ntransfer may be effected without registration under the Act or (ii) a \"No \nAction\" letter from the Securities and Exchange Commission to the effect that \nthe transfer of such securities without registration will not result in a \nrecommendation by the staff of the Securities and Exchange Commission that \naction be taken with respect thereto, whereupon the holder of such Securities \nshall be entitled to transfer such Securities in accordance with the terms of \nthe notice delivered by the Holder to the Company; or\n\n          (c)  The Investor shall have sold, assigned, transferred, pledged \nor otherwise disposed of the Securities in a transaction involving the \ndistribution without consideration of the Securities by the Investor to any \nof its partners or retired partners, or to the estate of any of its partners \nor retired partners, or in a transaction involving the transfer or \ndistribution of the Securities by a corporation to any subsidiary, parent or \naffiliated corporation of such corporation; provided in each case that the \nInvestor shall give written notice to the Company of such Investor's \nintention to effect such transfer, sale, assignment, pledge or other \ndisposition.  The Investor will cause any such proposed purchaser, assignee, \ntransferee or pledgee of any Securities held by the Investor to agree to take \nand hold such Securities subject to the provisions and upon the conditions \nspecified in this Agreement.\n\n     4.9  LEGENDS.  It is understood that the certificates evidencing the \nSecurities may bear one or all of the following legends:\n\n          (a)  \"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE \nSECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR \n\n                                      -9-\n\n\nSALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN \nEFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL \nSATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS \nSOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.\"\n\n          (b)  Any legend required by the laws of the State of Delaware or \nthe State of California, including any legend required by the California \nDepartment of Corporations.\n\n     4.10 GOVERNMENT CONSENTS.  Other than securities law filings required to \nbe made by the Company, no consent, approval or authorization of or \ndesignation, declaration or filing with any state, federal or foreign \ngovernmental authority on the part of the Investor is required in connection \nwith the valid execution and delivery of this Agreement and the Investors' \nRights Agreement by the Investor and the consummation by the Investor of the \ntransactions contemplated hereby and thereby.\n\n                              SECTION 5\n\n                 CONDITIONS TO CLOSING OF INVESTORS\n\n     The Investors' obligations to purchase the Shares at the Closing or at \nany Subsequent Closing are, at the option of each Investor, subject to the \nfulfillment on or prior to the Closing Date or at any Subsequent Closing Date \nof the following conditions:\n\n     5.1  REPRESENTATIONS AND WARRANTIES CORRECT.  The representations and \nwarranties made by the Company in Section 3 hereof shall be true and correct \nin all material respects when made, and shall be true and correct in all \nmaterial respects on the Closing Date, or the Subsequent Closing Date, as the \ncase may be, with the same force and effect as if they had been made on and \nas of said date.\n\n     5.2  COVENANTS.  All covenants, agreements and conditions contained in \nthis Agreement to be performed by the Company on or prior to the Closing Date \nor the Subsequent Closing Date, as the case may be, shall have been performed \nor complied with in all material respects.\n\n     5.3  OPINION OF COMPANY'S COUNSEL.  The Investors shall have received \nfrom Wilson Sonsini Goodrich &amp; Rosati, Professional Corporation, counsel to \nthe Company, an opinion addressed to them, dated the Closing Date or the \nSubsequent Closing Date, as the case may be, in substantially the form \nattached hereto as Exhibit E.\n\n     5.4  COMPLIANCE CERTIFICATE.  The Company shall have delivered to the \nInvestors a certificate executed by the President of the Company, dated the \nClosing Date or the Subsequent Closing Date, as the case may be, and \ncertifying to the fulfillment of the conditions specified in Sections 5.1, \n5.2, and 5.8 of this Agreement, and that he has made, or caused to be made, \nsuch investigations as he deemed necessary in order to permit him to verify \nthe accuracy of the information set forth in such certificate.\n\n                                      -10-\n\n\n     5.5  BLUE SKY.  The Company shall have obtained all necessary Blue Sky \nlaw permits and qualifications, or secured an exemption therefrom, required \nby any state for the offer and sale of the Shares and the Conversion Stock.\n\n     5.6  BOARD OF DIRECTORS.  On or before the Closing, the Bylaws of the \nCompany shall provide for a flexible number of directors from three to five \nand fixing the current number of directors at four.  The Board of Directors \nshall at the Closing consist of Jim Clark, Brook Byers, Hugh Reinhoff and \nDavid Schnell.\n\n     5.7  RESTATED CERTIFICATE.  The Restated Certificate shall have been \nfiled with the Secretary of State of the State of Delaware.\n\n     5.8  NO MATERIAL ADVERSE CHANGE.  There shall have been no material \nadverse change in the Company's business or financial condition.\n\n     5.9  INVESTORS' RIGHTS AGREEMENT.  The Investors and the Company shall \nhave entered into the Investors' Rights Agreement in substantially the form \nattached hereto as Exhibit D.\n\n                              SECTION 6\n\n                  CONDITIONS TO CLOSING OF COMPANY\n\n     The Company's obligation to sell and issue the Shares at the Closing or \nat any Subsequent Closing, is at the option of the Company, subject to the \nfulfillment of the following conditions:\n\n     6.1  REPRESENTATIONS.  The representations made by the Investors in \nSection 4 hereof shall be true and correct when made, and shall be true and \ncorrect on the Closing Date or the Subsequent Closing Date, as the case may \nbe.\n\n     6.2  BLUE SKY.  The Company shall have obtained all necessary Blue Sky \nlaw permits and qualifications, or secured an exemption therefrom, required \nby any state for the offer and sale of the Shares and the Conversion Stock.\n\n     6.3  RESTATED CERTIFICATE.  The Restated Certificate shall have been \nfiled with the Secretary of State of the State of Delaware.\n\n                              SECTION 7\n\n                            MISCELLANEOUS\n\n     7.1  GOVERNING LAW.  This Agreement shall be governed in all respects by \nthe laws of the State of California, without giving effect to the conflicts \nof laws principles thereof.\n\n\n                                      -11-\n\n\n     7.2  SURVIVAL.  The representations, warranties, covenants, and \nagreements made herein shall survive any investigation made by any Investor \nand the closing of the transactions contemplated hereby.\n\n     7.3  SUCCESSORS AND ASSIGNS.  Except as otherwise provided herein, the \nprovisions hereof shall inure to the benefit of, and be binding upon, the \nsuccessors, assigns, heirs, executors, and administrators of the parties \nhereto, provided, however, that the rights of a Investor to purchase Shares \nshall not be assignable without the written consent of the Company.\n\n     7.4  ENTIRE AGREEMENT; AMENDMENT.  This Agreement and the other \ndocuments delivered pursuant hereto constitute the full and entire \nunderstanding and agreement between the parties with regard to the subjects \nhereof and thereof. Neither this Agreement nor any term hereof may be \namended, waived, discharged, or terminated other than by a written instrument \nsigned by the party against whom enforcement of any such amendment, waiver, \ndischarge, or termination is sought; provided, however, that holders of a \nmajority of the shares of Common Stock issued or issuable upon conversion of \nthe Shares and\/or the Series A-1 Preferred and (whether or not converted) not \nresold to the public may waive or amend, on behalf of all Investors, any \nprovisions hereof benefiting Investors in respect of the Shares.\n\n     7.5  NOTICES, ETC.  All notices and other communications required or \npermitted hereunder shall be in writing and shall be deemed effectively given \nupon delivery to the party to be notified in person or by courier service or \nfive days after deposit with the United States mail, by registered or \ncertified mail, postage prepaid, addressed (a) if to a Investor, at such \nInvestor's address set forth in Exhibit A, or at such other address as such \nInvestor shall have furnished to the Company in writing, or (b) if to any \nother holder of any Shares, at such address as such holder shall have \nfurnished the Company in writing, or, until any such holder so furnishes an \naddress to the Company, then to and at the address of the last holder of such \nShares who has so furnished an address to the Company, or (c) if to the \nCompany, one copy should be sent to its address set forth on the cover page \nof this Agreement and addressed to the attention of the Corporate Secretary, \nor at such other address as the Company shall have furnished to the Investors.\n\n     7.6  DELAYS OR OMISSIONS.  No delay or omission to exercise any right, \npower or remedy accruing to any holder of any Shares, upon any breach or \ndefault of the Company under this Agreement, shall impair any such right, \npower or remedy of such holder nor shall it be construed to be a waiver of \nany such breach or default, or an acquiescence therein, or of or in any \nsimilar breach or default thereafter occurring; nor shall any waiver of any \nsingle breach or default be deemed a waiver of any other breach or default \ntheretofore or thereafter occurring.  Any waiver, permit, consent or approval \nof any kind or character on the part of any holder of any breach or default \nunder this Agreement, or any waiver on the part of any holder of any \nprovisions or conditions of this Agreement, must be in writing and shall be \neffective only to the extent specifically set forth in such writing.  All \nremedies, either under this Agreement or by law or otherwise afforded to any \nholder, shall be cumulative and not alternative.\n\n                                      -12-\n\n\n\n     7.7  CALIFORNIA CORPORATE SECURITIES LAW.  THE SALE OF THE SECURITIES WHICH\nARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER\nOF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES\nOR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO\nSUCH QUALIFICATION IS UNLAWFUL UNLESS AN EXEMPTION FROM SUCH QUALIFICATION IS\nAVAILABLE.  THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY\nCONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, OR SUCH EXEMPTION BEING\nAVAILABLE.\n\n     7.8  EXPENSES.  The Company and the Investors shall each bear their own\nexpenses and legal fees with respect to this Agreement and the transactions\ncontemplated hereby except that, assuming a successful completion of the\noffering the Company will pay at the initial Closing the reasonable legal fees\nand reasonable expenses upon receipt of a bill therefor, incurred by one counsel\nto the Investors.\n\n     7.9  COUNTERPARTS.  This Agreement may be executed in any number of\ncounterparts, each of which may be executed by less than all of the Investors,\neach of which shall be enforceable against the parties actually executing such\ncounterparts, and all of which together shall constitute one instrument.\n\n     7.10 SEVERABILITY.  In the event that any provision of this Agreement\nbecomes or is declared by a court of competent jurisdiction to be illegal,\nunenforceable or void, this Agreement shall continue in full force and effect\nwithout said provision; provided that no such severability shall be effective if\nit materially changes the economic benefit of this Agreement to any party.\n\n     7.11 GENDER.  The use of the neuter gender herein shall be deemed to\ninclude the masculine and the feminine gender, if the context so requires. \n\n                                     -13-\n\n\n     The foregoing Amended and Restated Securities Purchase Agreement is hereby\nexecuted as of the date first above written.\n\n\n                              COMPANY:       \n\n                              HEALTHEON CORPORATION\n\n\n\n                              By:   \/s\/ David Schnell, M.D.\n                                 --------------------------------------------\n                                        David Schnell, M.D., \n                                        President\n     \n                              Address:      87 Encina Avenue\n                                            Palo Alto, CA 94301\n\n                                     -14-\n\n \n                        HEALTHEON CORPORATION\n\n\n                           SIGNATURE PAGE\n\n                                 TO\n\n                        AMENDED AND RESTATED\n\n                    SECURITIES PURCHASE AGREEMENT\n\n\nThe undersigned hereby executes and delivers the Amended and Restated Securities\nPurchase Agreement (the \"Agreement\") to which this Signature Page is attached\neffective as of the date of the Agreement, which Agreement and Signature Page,\ntogether with all counterparts of said Agreement and Signature Pages of the\nother parties named in said Agreement, shall constitute one and the same\ndocument in accordance with the terms of said Agreement.\n\n\n\n\n                              --------------------------------------------\n                              Name of Stockholder\n\n\n\n                              By:                                          \n                                 -----------------------------------------\n\n\n\n                              Print Name:\n                                         ---------------------------------\n\n\n\n                              Title:\n                                    --------------------------------------\n\n                             \n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7750],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9627],"class_list":["post-43575","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healtheon-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43575","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43575"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43575"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43575"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43575"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}