SECURITIES PURCHASE AGREEMENT

EXHIBIT 2.1

CONFORMED COPY

SECURITIES PURCHASE AGREEMENT

among

HLTH CORPORATION,

and

Dated as of February 8, 2008

TABLE OF CONTENTS

						Page
ARTICLE I DEFINITIONS							1
		Section 1.01.		Certain Defined Terms			1
		Section 1.02.		Interpretation and Rules of Construction			10
ARTICLE II PURCHASE AND SALE OF THE SECURITIES							11
		Section 2.01.		Purchase and Sale of the Securities			11
		Section 2.02.		Closing Transactions			11
		Section 2.03.		Limited Liability Company Agreement			12
		Section 2.04.		Waiver			13
		Section 2.05.		Resale, Recapitalization or Public Offering			13
ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT							15
		Section 3.01.		Organization, Authority and Qualification of Parent, the Seller and Master LLC			15
		Section 3.02.		Capitalization; Ownership of Securities			16
		Section 3.03.		Subsidiaries			17
		Section 3.04.		No Conflict			17
		Section 3.05.		Governmental Consents and Approvals			17
		Section 3.06.		Financial Information			18
		Section 3.07.		Absence of Undisclosed Material Liabilities			18
		Section 3.08.		Conduct in the Ordinary Course			18
		Section 3.09.		Litigation			20
		Section 3.10.		Compliance with Laws			20
		Section 3.11.		Intentionally Omitted			20
		Section 3.12.		Intellectual Property			20
		Section 3.13.		Real Property			22
		Section 3.14.		Employee Benefits Matters			22
		Section 3.15.		Taxes			24
		Section 3.16.		Material Contracts			26
		Section 3.17.		Intentionally Omitted			27
		Section 3.18.		Labor Relations			27
		Section 3.19.		Brokers			28

TABLE OF CONTENTS (Continued)

						Page
		Section 3.20.		Transactions with Related Persons			28
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS							28
		Section 4.01.		Organization and Authority of such Purchaser			28
		Section 4.02.		No Conflict			29
		Section 4.03.		Governmental Consents and Approvals			30
		Section 4.04.		Investment Purpose			30
		Section 4.05.		Financing			30
		Section 4.06.		Litigation			31
		Section 4.07.		Brokers			31
ARTICLE V ADDITIONAL AGREEMENTS							31
		Section 5.01.		Conduct of Business Prior to the Closing			31
		Section 5.02.		Access to Information			31
		Section 5.03.		Confidentiality			32
		Section 5.04.		Regulatory and Other Authorizations; Notices and Consents			33
		Section 5.05.		Director and Officer Liability			33
		Section 5.06.		Release of Letters of Credit, Deposits and Guarantees			34
		Section 5.07.		Public Announcements			35
		Section 5.08.		Further Action			35
		Section 5.09.		Notification of Developments			35
		Section 5.10.		No Shop			35
		Section 5.11.		Acknowledgment of Proposed Transaction			36
		Section 5.12.		Transition Services			36
ARTICLE VI INTENTIONALLY OMITTED							36
ARTICLE VII TAX MATTERS							36
		Section 7.01.		Tax Indemnities			36
		Section 7.02.		Contests			37
		Section 7.03.		Tax Cooperation and Exchange of Information			37
		Section 7.04.		Tax Covenants; Tax Returns			38
		Section 7.05.		Miscellaneous			38

TABLE OF CONTENTS (Continued)

						Page
		Section 7.06.		Purchase Price Allocation			39
ARTICLE VIII CONDITIONS TO CLOSING							39
		Section 8.01.		Conditions Precedent to Obligations of Parent and the Seller			39
		Section 8.02.		Conditions Precedent to Obligations of the Purchasers			40
ARTICLE IX INDEMNIFICATION							40
		Section 9.01.		Survival of Representations and Warranties			40
		Section 9.02.		Indemnification by Parent			41
		Section 9.03.		Indemnification by the Purchasers			41
		Section 9.04.		Insurance and Other Recoveries			41
		Section 9.05.		Notice of Loss; Third-Party Claims; Retained Claims			41
		Section 9.06.		Remedies			42
		Section 9.07.		Tax Matters			43
		Section 9.08.		Treatment of Indemnification Payments			43
ARTICLE X TERMINATION, AMENDMENT AND WAIVER							43
		Section 10.01.		Termination			43
		Section 10.02.		Effect of Termination			44
ARTICLE XI GENERAL PROVISIONS							44
		Section 11.01.		Expenses			44
		Section 11.02.		Notices			44
		Section 11.03.		Severability			46
		Section 11.04.		Entire Agreement			46
		Section 11.05.		Assignment			46
		Section 11.06.		Amendment			47
		Section 11.07.		Waiver			47
		Section 11.08.		Schedules			47
		Section 11.09.		No Third Party Beneficiaries			47
		Section 11.10.		Currency			47
		Section 11.11.		Governing Law			47
		Section 11.12.		Waiver of Jury Trial			48
		Section 11.13.		Counterparts			48

EXHIBITS
1.01(a)		Parent’s Knowledge
1.01(b)		Intercompany Agreements
2.01		Commitment Amounts
2.02(b)(iv)		Release of Parent and the Seller
2.02(b)(x)		Release of Master LLC, EBS Acquisition LLC and the Other Members of Master LLC
5.06(a)		LOC Agreement
5.06(b)		Envoy Guaranty
5.12		Amendment No. 2 to Transition Services Agreement

SECTION OF DISCLOSURE
SCHEDULE
3.02		Capitalization; Ownership of Securities
3.03		Subsidiaries
3.04		No Conflict
3.05		Government Consents and Approvals
3.06(a)		Financial Information
3.06(b)		Financial Information
3.07		Absence of Undisclosed Material Liabilities
3.08		Conduct in the Ordinary Course
3.09		Litigation
3.10		Compliance with Laws
3.12(a)		Intellectual Property
3.12(b)		Intellectual Property
3.12(c)		Intellectual Property
3.12(e)		Intellectual Property
3.12(g)		Intellectual Property
3.13(b)		Real Property
3.14(a)		Employee Benefits Matters
3.14(b)		Employee Benefits Matters
3.14(c)		Employee Benefits Matters
3.14(g)		Employee Benefits Matters
3.15		Taxes
3.16(a)		Material Contracts

SECTION OF DISCLOSURE
SCHEDULE
3.16(b)		Material Contracts
3.18(a)		Labor Relations
3.18(b)		Labor Relations
3.20		Transactions with Related Persons

          SECURITIES PURCHASE AGREEMENT (this “ Agreement ”), dated as of February 8, 2008, among HLTH CORPORATION, a Delaware corporation (“ Parent ”), SYN BUSINESS HOLDINGS, INC., a California corporation and wholly owned subsidiary of Parent (the “ Seller ”), EBS MASTER LLC, a Delaware limited liability company of which EBS Acquisition LLC (as defined below), EBS Executive Incentive Plan LLC, a Delaware limited liability company, and the Seller are members (“ Master LLC ”), EBS Acquisition LLC, a Delaware limited liability company (“ EBS Acquisition LLC ”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (the “ H&F Purchaser 1 ”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (the “ H&F Purchaser 2 ”), HFCP VI Domestic AIV, L.P., a Delaware limited partnership (the “ H&F Purchaser 3 ”), H&F Harrington AIV I, L.P., a Delaware limited partnership (the “ H&F Purchaser 4 ” and, together with H&F Purchaser 1, H&F Purchaser 2 and H&F Purchaser 3, the “ H&F Purchasers ”), and EBS Acquisition II LLC, a Delaware limited liability company (the “ GA Purchaser ” and, together with the H&F Purchasers, the “ Purchasers ”).

          WHEREAS, as of the date hereof, the Seller owns 48,000,000 Units of Master LLC (such Units, the “ Securities ”);

          WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Purchasers desire to purchase from the Seller, and the Seller desires to sell to the Purchasers, all of the Securities; and

          WHERERAS, simultaneously herewith, (i) Parent, Master LLC and the Business Services Entities (as defined therein) are entering into an Amended and Restated Data License Agreement, (ii) Master LLC, Envoy LLC, a Delaware limited liability company (“ Envoy LLC ”), WebMD Health Corp., a Delaware corporation (“ WebMD ”), and WebMD Health Services Group, Inc., a Delaware corporation (“ WHS ”), are entering into a Second Amended and Restated Business Services Agreement and (iii) Envoy LLC and WebMD are entering into an Amended and Restated License Agreement.

          NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.01.   Certain Defined Terms . For purposes of this Agreement:

          “ Action ” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

          “ Actual Knowledge of Parent ” means the actual knowledge of the Persons listed in Exhibit 1.01(a) as of the date of this Agreement, without any duty of inquiry.

          “ Affiliate ” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

          “ Aggregate Cash Payment Amount ” means, with respect to each Purchaser, an amount in cash equal to the product of (i) the Cash Purchase Price multiplied by (ii) such Purchaser’s Commitment Percentage.

          “ Books and Records ” means the books and records, computer data, computer tapes, electronic media, information, lists and other materials and information maintained, created or prepared by the Companies.

          “ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York.

          “ Cash ” means cash, cash equivalents and short-term investments.

          “ Cash Purchase Price ” means $575,000,000.

          “ Code ” means the Internal Revenue Code of 1986, as amended (or any corresponding provisions of succeeding law).

          “ Companies ” means Master LLC and each Subsidiary of Master LLC.

          “ Company Intellectual Property ” means all Intellectual Property owned by or licensed to the Companies.

          “ Confidentiality Agreements ” means (i) that certain letter agreement, dated October 23, 2007, between Parent and General Atlantic Service Company, LLC (the “ GA Confidentiality Agreement ”) and (ii) that certain letter agreement, dated October 26, 2007, by Hellman & Friedman Advisors LLC and addressed to Parent (the “ H&F Confidentiality Agreement ”).

          “ Contract ” means any agreement, contract, lease, sublease, license, sublicense, obligation, promise or undertaking.

          “ control ” (including the terms “ controlled by ” and “ under common control with ”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

          “ Disclosure Schedule ” means the confidential disclosure schedule, dated as of the date hereof, delivered by Parent to the Purchasers in connection with this Agreement.

          “ EBS LLC ” means Emdeon Business Services LLC, a Delaware limited liability company.

          “ Encumbrance ” means any security interest, pledge, hypothecation, mortgage, lien or encumbrance, adverse claim, right of way, survey defect, title defect, conditional sale or other title retention device or arrangement other than any licenses of Intellectual Property.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

          “ GA Merger Agreement ” means the Amended and Restated Agreement and Plan of Merger, dated as of November 15, 2006, among Parent, the Seller (as successor by merger to EBS Holdco, Inc.), Master LLC, EBS LLC, Medifax, EBS Acquisition LLC, GA EBS Merger LLC and EBS Merger Co.

          “ GA Merger Date ” means November 16, 2006.

          “ GAAP ” means United States generally accepted accounting principles and practices in effect from time to time.

          “ Governmental Authority ” means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

          “ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

          “ Indebtedness ” means, without duplication (but excluding accounts payable and accrued expenses), (a) all indebtedness for borrowed money, whether current, short term, or long term, secured or unsecured, and indebtedness evidenced by any note, bond, debenture or other debt security, (b) all indebtedness for the deferred purchase price for purchases of property outside the ordinary course of business which is not evidenced by trade payables, (c) all lease obligations under leases which are capital leases in accordance with GAAP, (d) any payment obligations in respect of banker’s acceptances or letters of credit, (e) any liability with respect to interest rate swaps, collars, caps and similar hedging obligations, (f) all off balance sheet financings of the type required by GAAP to be disclosed in financial statements or the footnotes thereto prepared in accordance with GAAP, and (g) any guarantee or security interest granted with respect to any indebtedness of the type referred to in clauses (a) through (f) above, and (h) accrued and unpaid interest on, and prepayment premiums or penalties accrued or owing on, any such foregoing obligation.

          “ Indemnified Party ” means the Purchasers, in the case of indemnification pursuant to Section 9.02, or Parent, in the case of indemnification pursuant to Section 9.03.

          “ Indemnified Taxes ” means: (a) Taxes imposed on or payable by any Company for any taxable period that ends on or before the GA Merger Date; (b) with respect to Straddle Periods, Taxes imposed on any Company which are allocable, pursuant to Section 7.01(b), to the portion of such period ending on the GA Merger Date; and (c) Taxes attributable to a taxable period ending on or before the GA Merger Date for which any Company is held liable under Section 1.1502-6 of the Regulations (or any similar provision of state, local or foreign Law) by reason of any Company being included in any consolidated, affiliated, combined or unitary group with Parent (or any Affiliates of Parent) at any time before the GA Merger Date; provided ,

however , that Indemnified Taxes shall not include Taxes to the extent resulting from any breach of a representation, warranty or covenant under the GA Merger Agreement by EBS Acquisition LLC or, following the GA Merger Date, by Master LLC; provided , further , that any such breach by Master LLC or any Company shall not be taken into account for purposes of the previous proviso if and to the extent such breach by Master LLC or any Company was attributable to any action or failure to act by Parent or any of its Subsidiaries (including, without limitation, the Seller) not required by the GA Merger Agreement or the LLC Agreement. Transactions occurring or actions taken on the GA Merger Date but after the “Closing” (as defined in the GA Merger Agreement) outside the ordinary course of business of the Companies shall be treated as occurring on the next day and, as such, shall for purposes of this definition be treated as occurring in the taxable period (or portion thereof) beginning the day after the GA Merger Date.

          “ Indemnifying Party ” means Parent, in the case of indemnification pursuant to Section 9.02, or the Purchasers, in the case of indemnification pursuant to Section 9.03.

          “ Intellectual Property ” means all of the following, as they exist in the United States: (i) patents, patent applications and inventions, designs and improvements described and claimed therein, patentable inventions and other patent rights (including any divisions, continuations, continuations-in-part, reissues, reexaminations, or interferences thereof, whether or not patents are issued on any such applications and whether or not any such applications are modified, withdrawn, or resubmitted); (ii) trademarks, service marks, trade dress, trade names or corporate names, whether registered or unregistered, and all registrations and applications for registration thereof; (iii) copyrights and mask works, including all renewals and extensions thereof, copyright registrations and applications for registration thereof, and non-registered copyrights; (iv) trade secrets and other proprietary information and rights (whether or not patentable or subject to copyright, mask work, or trade secret protection); and (v) Internet second-level domain names.

          “ Intercompany Agreements ” means those Contracts listed on Exhibit 1.01(b).

          “ IP Licenses ” means all licenses and sublicenses, including without limitation, the right to receive royalties or any other consideration relating to Intellectual Property.

          “ IRS ” means the Internal Revenue Service of the United States.

          “ Law ” means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, requirement or rule of law (including common law).

          “ Leased Real Property ” means the real property leased by any Company, in each case, as tenant.

          “ Liabilities ” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action, Governmental Order or Contract.

          “ LLC Agreement ” means the Second Amended and Restated Limited Liability Company Agreement of Master LLC, dated as of April 6, 2007 and effective as of January 1, 2007.

          “ Material Adverse Effect ” means any circumstance, event, change or effect that is materially adverse to the results of operations, assets or financial condition of the Companies, taken as a whole; provided , however , that none of the following, either alone or in combination, shall be considered in determining whether there has been a “Material Adverse Effect”: (i) events, circumstances, changes or effects that generally affect the industries in which the Companies operate (including legal, regulatory or GAAP changes), but only to the extent such events, circumstances, changes or effects do not affect the Companies’ businesses in a disproportionate manner; (ii) general economic or political conditions or events, circumstances, changes or effects affecting the financial or securities markets generally, but only to the extent such events, circumstances, changes or effects do not affect the Companies’ businesses in a disproportionate manner; (iii) changes arising from the consummation of the transactions contemplated by, or by the announcement of, this Agreement; (iv) any circumstance, change or effect that results from any action taken that was taken with the express written consent of the Purchasers; (v) changes caused by a material worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date of this Agreement; and (vi) any non-recurring and adverse change or effect that is cured by Parent prior to the Closing; provided , further , that with respect to references to Material Adverse Effect in the representations and warranties set forth in Sections 3.04 and 3.05 (and to the extent related to such representations and warranties, the condition set forth in Section 8.02(a)), the exceptions set forth in clause (iii) shall not apply.

          “ Medifax ” means Medifax-EDI Holding Company, a Delaware corporation, and its Subsidiaries.

          “ Mergers ” has the meaning set forth for such term in the GA Merger Agreement.

          “ Parent’s Knowledge ”, “ Knowledge of Parent ” or similar terms used in this Agreement mean the knowledge of the Persons listed in Exhibit 1.01(a) as of the date of this Agreement (or, with respect to a certificate delivered pursuant to this Agreement, as of the date of delivery of such certificate and only with respect to those matters contained in such certificate), after reasonable inquiry.

          “ Permits ” means all licenses, permits, orders, approvals, registrations, authorizations, qualifications and filings under applicable Laws or with Governmental Authorities.

          “ Permitted Encumbrances ” means (a) Encumbrances for current Taxes not yet due or delinquent (or which may be paid without interest or penalties) or that are being contested in good faith by appropriate proceedings, (b) mechanics’, carriers’, workers’, repairers’ and other similar liens arising or incurred in the ordinary course of business relating to obligations as to which there is no default on the part of any Company, as the case may be, or that are being contested in good faith by appropriate proceedings, or pledges, deposits or other liens securing the performance of bids, trade contracts, leases or statutory obligations (including workers’

compensation, unemployment insurance or other social security legislation), (c) zoning, entitlement, conservation restriction and other land use and environmental regulations by Governmental Authorities which do not materially interfere with the business of the Companies, (d) all covenants, conditions, restrictions, easements, charges, rights-of-way, other Encumbrances and similar matters of record which do not, individually or in the aggregate, materially interfere with the business of the Companies, (e) matters which would be disclosed by an accurate survey or inspection of the Leased Real Property which they encumber, which do not, individually or in the aggregate, materially interfere with the business of the Companies, (f) all other Encumbrances which do not, individually or in the aggregate, materially interfere with the business of the Companies and (g) any mortgage, lien, security interest or encumbrance that secures debt and that is reflected as a liability on the Year End Audited Balance Sheet.

          “ Person ” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

          “ Reference Statement Date ” means December 31, 2006.

          “ Regulations ” means the Treasury Regulations (including Temporary Regulations) promulgated by the United States Department of Treasury with respect to the Code or other federal tax statutes.

          “ Securities Act ” means the Securities Act of 1933, as amended.

          “ Software ” means computer software programs, including, without limitation, all source code, object code, specifications, designs and documentation related thereto.

          “ Straddle Period ” means any taxable period beginning on or before the GA Merger Date and ending after the GA Merger Date.

          “ Subsidiaries ” means any entity with respect to which a specified Person (or a subsidiary thereof) (i) has, directly or indirectly, the power, through the ownership of securities or otherwise, to elect a majority of directors, or similar managing body or (ii) owns, directly or indirectly, a majority of the equity interests.

          “ Tax ” or “ Taxes ” means any and all taxes of any kind whatsoever (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority, including income, franchise, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, estimated withholding, ad valorem, stamp, transfer, value added and similar taxes.

          “ Tax Benefit ” means the sum of the amount by which the Tax liability of a Person to the appropriate Governmental Authority is actually reduced (including, without limitation, by deduction, entitlement to refund, credit or otherwise, whether available in the current taxable year, as an adjustment to taxable income in any other taxable year or as a carryforward or carryback, as applicable) plus any interest paid by such government or jurisdiction relating to such Tax liability.

          “ Tax Distributions ” has the meaning set forth for such term in the LLC Agreement.

          “ Tax Returns ” means any and all returns, reports and forms (including elections, declarations, amendments, schedules, information returns or attachments thereto) filed, or required to be filed, with a Governmental Authority with respect to Taxes.

          “ Third-Party Payor ” means any Person engaged primarily in the business of providing healthcare indemnity plans, health maintenance organization plans, preferred provider organization plans and similar healthcare coverage plans to third parties, either on a risk basis or on an employer-funded basis.

          “ Transition Services Agreement ” means the Transition Services Agreement, dated as of November 16, 2006, between Parent and EBS LLC, as amended on December 21, 2007.

          “ Unauthorized Code ” means (i) any virus, trojan horse, worm, or other Software routines designed to permit unauthorized access or to maliciously disable, erase, or otherwise harm any computer, systems or Software, and (ii) any time bomb or other Software routine designed to maliciously disable a computer program automatically with the passage of time or under the positive control of a Person other than an authorized licensor, licensee or owner of a copy of the program or the right and title in and to the Software.

          “ Unit ” has the meaning set forth for such term in the LLC Agreement.

          “ Unreleased Company Contracts ” means those Company Contracts (as such term is defined in the GA Merger Agreement) that are still in effect and that have not been replaced pursuant to the GA Merger Agreement as of the date hereof and as of the Closing.

          “ Unreplaced Shared Contracts ” means those Shared Contracts (as such term is defined in the GA Merger Agreement) that are still in effect and that have not been replaced pursuant to the GA Merger Agreement as of the date hereof and as of the Closing.

Term		Section
Acquisition Proposal		5.10
Action		1.01
Actual Knowledge of Parent		1.01
Affiliate		1.01
Aggregate Cash Payment Amount		1.01
Agreement		Preamble
Allocation		7.06
Asset Sales		2.05(a)(iii)
Books and Records		1.01
Business Day		1.01
Cash		1.01
Cash Purchase Price		1.01
Claims Notice		9.05(a)
Closing		2.02

Term		Section
Closing Date		2.02
Code		1.01
Commitment Percentage		2.01
Companies		1.01
Company Intellectual Property		1.01
Company Interests		2.05(a)(i)
Company Sales		2.05(a)(ii)
Confidentiality Agreements		1.01
Contest		7.02(a)
Contract		1.01
control		1.01
controlled by		1.01
Deposits		5.06(a)
Disclosure Schedule		1.01
EBS Acquisition LLC		Preamble
EBS LLC		1.01
Encumbrance		1.01
Envoy Guaranty		5.06(b)
Envoy LLC		Recitals
Equity Commitment Letter		4.05(a)
Equity Financing		4.05(a)
Equity Investor		4.05(a)
ERISA		3.14(a)
ERISA Affiliate		3.14(e)
Exchange Act		1.01
Fundamental Reps		9.01
GA Confidentiality Agreement		Definition of Confidentiality Agreements
GA Merger Agreement		1.01
GA Merger Date		1.01
GA Purchaser		Preamble
GAAP		1.01
Governmental Authority		1.01
Governmental Order		1.01
Guarantees		5.06(a)
H&F Confidentiality Agreement		Definition of Confidentiality Agreements
H&F Purchaser 1		Preamble
H&F Purchaser 2		Preamble
H&F Purchaser 3		Preamble
H&F Purchaser 4		Preamble
H&F Purchasers		Preamble
Higher Threshold Amount		2.05(a)
Higher Threshold Triggering Events		2.05(a)
Implied Gain		2.05(d)
Indebtedness		1.01
Indemnified Party		1.01
Indemnified Taxes		1.01

Term		Section
Indemnifying Party		1.01
Independent Accounting Firm		7.06
Initial Communications		5.07
Intellectual Property		1.01
Intercompany Agreements		1.01
IP Licenses		1.01
IRS		1.01
Knowledge of Parent		1.01
Law		1.01
Leased Real Property		1.01
Leases		3.13
Liabilities		1.01
LLC Agreement		1.01
LOC Agreement		5.06(a)
LOC Date		5.06(a)
Losses		9.02
Lower Threshold Amount		2.05(a)
Lower Threshold Triggering Events		2.05(a)
Master LLC		Preamble
Material Adverse Effect		1.01
Material Contracts		3.17
Medifax		1.01
Mergers		1.01
Multiemployer Plan		3.14(f)
Nine-Month Unaudited Financial Statements		3.06(a)
Parent		Preamble
Parent’s Knowledge		1.01
Permits		1.01
Permitted Encumbrances		1.01
Person		1.01
Plans		3.14(a)
Proposed Higher Threshold Event		2.05(a)(v)
Proposed Lower Threshold Event		2.05(a)(v)
Public Offering		2.05(a)(vi)
Purchaser Sales		2.05(a)(i)
Purchasers		Preamble
Recapitalizations		2.05(a)(iv)
Reference Statement Date		1.01
Regulations		1.01
Related Person		3.22
Released Parties		5.06(a)
Sales		2.05(a)(iii)
Securities		Recitals
Securities Act		1.01
Seller		Preamble
Software		1.01

Term		Section
Specified Amount		2.05(a)
Straddle Period		1.01
Stub Period		5.02(b)
Subsidiaries		1.01
Tax		1.01
Tax Benefit		1.01
Tax Distributions		1.01
Tax Returns		1.01
Taxes		1.01
Termination Date		10.01(b)
Third-Party Claim		9.05(b)
Third-Party Payor		1.01
Threshold Amounts		2.05(a)
Transition Services Agreement		1.01
Triggering Events		2.05(a)
Unauthorized Code		1.01
under common control with		1.01
Unit		1.01
Unreleased Company Contracts		1.01
Unreplaced Shared Contracts		1.01
WARN Act		3.19(b)
WebMD		Recitals
WHS		Recitals
Year End Audited Balance Sheet		3.07
Year End Audited Financial Statements		3.06

     Section 1.02.   Interpretation and Rules of Construction . In this Agreement, except to the extent otherwise provided or the context otherwise requires:

          (a) any rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by the parties hereto;

          (b) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;

          (c) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

          (d) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

          (e) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

          (f) the words “material” and “materially” and words of similar import, when used in this Agreement with respect to a representation or warranty pertaining to the condition of a Company, are to be understood by reference to the businesses, assets and properties of the Companies taken as a whole;

          (g) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

          (h) the definitions contained in this Agreement are applicable to the singular, as well as the plural forms of such terms; and

          (j) references to a Person are also to its successors (by merger or otherwise) and permitted assigns.

ARTICLE II

PURCHASE AND SALE OF THE SECURITIES

     Section 2.01.   Purchase and Sale of the Securities . On the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) each of the Purchasers shall purchase from the Seller a number of Securities (rounded to the nearest whole number) equal to the product of (i) 48,000,000 multiplied by (ii) such Purchaser’s Commitment Percentage, and (b) the Seller shall sell, convey, assign, transfer and deliver to the applicable Purchasers all of the Seller’s right, title and interest in and to the Securities, free and clear of all Encumbrances, other than such Encumbrances as may be created by or on behalf of the applicable Purchaser. After giving effect to the transactions contemplated by this Agreement, the Seller shall have no rights to any distributions from Master LLC, including no rights to Tax Distributions. For purposes hereof, “ Commitment Percentage ” means, with respect to each Purchaser, a fraction, the numerator of which is the commitment amount set forth opposite such Purchaser’s name on Exhibit 2.01 and the denominator of which is the sum of all of the Purchasers’ commitment amounts set forth on Exhibit 2.01.

     Section 2.02.   Closing Transactions .

          (a)  Closing . Subject to the satisfaction or waiver of the conditions to the obligations of the parties hereto set forth in Section 8.01 and Section 8.02, the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017 at 11:00 a.m. (Eastern Time) on February 8, 2008, or at such other place or at such other time or on such other date as Parent and the Purchasers may mutually agree. The date on which the Closing occurs is referred to in this Agreement as the “ Closing Date ”.

          (b)  Deliveries . At the Closing:

     (i) Each Purchaser shall pay to Parent, on behalf of the Seller, an amount in cash equal to such Purchaser’s Aggregate Cash Payment Amount by wire

transfer of immediately available funds to the account designated in writing by Parent to such Purchaser prior to the Closing.

     (ii) Each Purchaser shall deliver to Parent a certificate of a duly authorized executive officer of such Purchaser certifying as to the matters set forth in Section 8.01(a) and Section 8.01(b).

     (iii) Each Purchaser shall deliver to Parent a true and complete copy, certified by the Secretary or an Assistant Secretary of such Purchaser, of the resolutions duly and validly adopted by the Board of Directors or members of such Purchaser evidencing their approval and authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

     (iv) EBS Acquisition LLC and Master LLC shall each deliver to Parent a release, the form of which is attached hereto as Exhibit 2.02(b)(iv).

     (v) Parent shall deliver to each Purchaser a certificate of a duly authorized executive officer of Parent certifying as to the matters set forth in Section 8.02(a), Section 8.02(b) and Section 8.02(d).

     (vi) Parent shall deliver to each Purchaser a true and complete copy, certified by the Secretary or an Assistant Secretary of Parent, of the resolutions duly and validly adopted by the respective Board of Directors of Parent and the Seller evidencing their approval and authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

     (vii) Parent shall deliver to each Purchaser an affidavit of non-foreign status duly executed by the Seller in a form that is in compliance with Section 1445 of the Code and the Regulations promulgated thereunder and reasonably satisfactory to the Purchasers.

     (viii) Parent shall deliver to each Purchaser evidence reasonably satisfactory to the Purchasers of the resignation, effective as of Closing, of each director of the Companies and of EBS Executive Incentive Plan LLC designated (directly or indirectly) by Parent or the Seller.

     (ix) Parent shall deliver to each Purchaser evidence reasonably satisfactory to the Purchasers of a valid election by Master LLC, pursuant to Section 754 of the Code and effective as of November 16, 2006.

     (x) Parent and the Seller shall each deliver to Master LLC, EBS Acquisition LLC and the Purchasers a release, the form of which is attached hereto as Exhibit 2.02(b)(x).

     Section 2.03.   Limited Liability Company Agreement . Each of the parties hereto agrees and acknowledges that the LLC Agreement shall be amended and restated at the Closing in a manner that has been agreed to by the Purchasers and that provides, among other things, for the replacement of the Seller with the Purchasers as members of Master LLC.

     Section 2.04.   Waiver . Each of the parties hereto acknowledges that, by executing this Agreement, EBS Acquisition LLC and Master LLC hereby waive their respective rights under Section 9.5 and Section 9.7 of the LLC Agreement with respect to the sale of the Securities and forever release the other parties hereto and their respective Affiliates from any and all manner of obligations arising in connection with such rights.

     Section 2.05.   Resale, Recapitalization or Public Offering .

          (a) In the event that:

          (i) on or prior to September 30, 2008, any Purchaser or any Affiliate of any Purchaser (other than the Companies) shall directly or indirectly, in one or more transactions, sell, dispose of, or otherwise transfer, or cause to be sold, disposed of or otherwise transferred, direct or indirect beneficial ownership of any equity securities of or other interests in any of the Companies or any of their respective successors or any securities, rights or other interests convertible into or exercisable or exchangeable for any such equity securities or other interests (all such securities, rights, and interests are referred to herein as “ Company Interests ”), in each case, (x) to a third party (who is not an Affiliate, employee or consultant of a Purchaser or any of the Companies or any of their successors), (y) whether pursuant to a direct or indirect sale of such Company Interests, merger or otherwise and (z) other than any sale by a Company of the Company Interests of any other Company (all such transactions not subject to clause (z), “ Purchaser Sales ”);

          (ii) on or prior to September 30, 2008, any Company shall directly or indirectly, in one or more transactions, sell, issue or otherwise transfer, or cause to be sold, issued or otherwise transferred, any Company Interests of such Company, other than issuances of Company Interests by a Company for the express purpose of raising proceeds for a specifically identified acquisition, and, in each case, (x) to a third party (who is not a Company, a Purchaser or an Affiliate, employee or consultant of any of the Companies or any Purchaser or any of their respective successors) and (y) except for an Asset Sale, which, for the avoidance of doubt, shall be covered by Section 2.05(a)(iii), whether pursuant to a direct or indirect sale of such Company Interests, merger or otherwise) (all such included transactions, “ Company Sales ”);

          (iii) on or prior to September 30, 2008, any Company shall directly or indirectly, in one or more transactions, sell, dispose of, or otherwise transfer, or cause to be sold, disposed of or otherwise transferred, other than in the ordinary course of business, any assets of any Company (or any of their respective successors) (including the sale by a Company of the Company Interests of any other Company, whether by direct or indirect sale, merger or otherwise), other than the dental business or pharmacy business of the Companies, in each case, to a third party (who is not a Company or an Affiliate, employee or consultant of any of the Companies or any of their successors) (all such included transactions, “ Asset Sales ”, and together with Purchaser Sales and Company Sales, “ Sales ”);

          (iv) on or prior to September 30, 2008, any Purchaser, any Affiliate of any Purchaser or any Company shall directly or indirectly, in one or more transactions, cause Master LLC (or any successor thereto) to engage in one or more recapitalizations or restructurings pursuant to which Cash, securities or other property shall be distributed to holders of Company Interests (all such transactions, “ Recapitalizations ”);

          (v) on or prior to September 30, 2008, any Purchaser, any Affiliate of any Purchaser or any Company shall, as applicable, enter into one or more binding written agreements for, or publicly announce the intention to enter into, a Company Sale or Asset Sale (in such instances, a “ Proposed Higher Threshold Event ”), or a Purchaser Sale or Recapitalization (in such instances, a “ Proposed Lower Threshold Event ”), and subsequently (whether before or after September 30, 2008) engage in such Sale or Recapitalization with respect to which a binding agreement was so executed or such announcement was made on or prior to September 30, 2008; or

          (vi) on or prior to August 1, 2008, any Company shall file a registration statement with the Securities and Exchange Commission for the underwritten offering of Company Interests (a “ Public Offering ”) and subsequently (whether before or after August 1, 2008) sell such Company Interests through such Public Offering;

then, if the aggregate value of the proceeds from such Purchaser Sales, Recapitalizations, Proposed Lower Threshold Events and Public Offerings (collectively “ Lower Threshold Triggering Events ”) exceeds $57,500,000 (the “ Lower Threshold Amount ”), or if the aggregate value of the proceeds from such Company Sales, Asset Sales and Proposed Higher Threshold Events (collectively, “ Higher Threshold Triggering Events ”, and together with the Lower Threshold Triggering Events, “ Triggering Events ”)) exceeds $120,000,000 (the “ Higher Threshold Amount ”, and together with the Lower Threshold Amount, “ Threshold Amounts ”)), or if the aggregate value of the proceeds of any combination of Lower Threshold Triggering Events and Higher Threshold Triggering Events exceeds the arithmetic average of the Threshold Amounts of all such Triggering Events, then the Cash Purchase Price shall be increased by an amount (the “ Specified Amount ”) equal to 50% of the Implied Gain (as defined below) resulting from such Triggering Events. Notwithstanding the foregoing, any transfer of any partnership interests in any investment fund Affiliated with a Purchaser or of any interests in any H&F Purchaser in connection with any such transfer, in each case which could thereby be deemed an indirect transfer of beneficial interests in any Company and in other portfolio investments shall in no event be deemed to constitute, or count towards the relevant thresholds applicable to, a Sale, Recapitalization, Proposed Higher Threshold Event or Proposed Lower Threshold Event.

          (b) The aggregate Specified Amount shall be payable without interest by the Purchaser(s) who have participated in the relevant Triggering Event (or by all the Purchasers pro rata if a Company shall have participated in the relevant Triggering Event) to Parent in cash promptly following receipt by the Companies, the Purchasers or their Affiliates of aggregate consideration from one or more Triggering Events that exceeds the relevant Threshold Amount.

          (c) The Purchasers shall give Parent prompt written notice of the occurrence of each Triggering Event, including a reasonably detailed description of the terms thereof

(including all information reasonably necessary to calculate the Implied Gain) and copies of any agreements related thereto.

          (d) “ Implied Gain ” shall mean: (i) in the case of a Sale, Proposed Higher Threshold Event, Proposed Lower Threshold Event or Public Offering, (A) 48% of the aggregate value of all outstanding ownership interests in Master LLC (or any successor thereto), as implied by the terms of such transaction (regardless of what portion, if any, of such ownership interests are actually involved in the transaction) less (B) the Cash Purchase Price; and (ii) in the case of a Recapitalization, (A) 48% of the sum of (x) the value of all of the outstanding ownership interests in Master LLC (or any successor thereto) implied by the terms of such Recapitalization (assuming completion of such Recapitalization, but regardless or what portion of such ownership interests are actually involved in such Recapitalization) plus (y) the aggregate value of any cash, securities or other assets distributed in connection with such Recapitalization, less (B) the Cash Purchase Price; provided , however , that in calculating “Implied Gain,” if the Higher Threshold Amount was reached as a result of more than one Higher Threshold Triggering Event having occurred, or if the Lower Threshold Amount was reached as a result of more than one Lower Threshold Triggering Event having occurred, those Triggering Events shall all be reflected in such calculation, with the Triggering Events weighted proportionately based on the relative amounts of the proceeds thereof. In the event that at least one Lower Threshold Triggering Event and at least one Higher Threshold Triggering Event shall occur and neither of the respective Threshold Amounts shall be exceeded as a result, the aggregate value of the proceeds of all such Triggering Events shall be added together and from such amount shall be deducted the arithmetic average of the Threshold Amounts for all such Triggering Events.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARENT

          Except as set forth in the Disclosure Schedule, Parent hereby represents and warrants to the Purchasers as follows:

     Section 3.01.   Organization, Authority and Qualification of Parent, the Seller and Master LLC .

          (a) Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Parent of this Agreement, the performance by Parent of its obligations hereunder and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Parent. This Agreement has been duly executed and delivered by Parent, and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and general principles of public policy.

          (b) The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California, and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Seller of this Agreement, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and general principles of public policy.

          (c) Master LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all necessary limited liability company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Master LLC of this Agreement, the performance by Master LLC of its obligations hereunder and the consummation by Master LLC of the transactions contemplated hereby have been duly authorized by all requisite limited liability company action on the part of Master LLC. This Agreement has been duly executed and delivered by Master LLC, and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes a legal, valid and binding obligation of Master LLC, enforceable against Master LLC in accordance with its terms, except as such enforceability is limited by, bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and general principles of public policy.

     Section 3.02.   Capitalization; Ownership of Securities . The authorized limited liability company interests of Master LLC consist of 110,000,000 Units. Section 3.02 of the Disclosure Schedule sets forth, as of the date hereof, each record owner of outstanding limited liability company interests of Master LLC. As of the Closing, the Seller shall be the record owner of, and have good and marketable title to, the number of Securities set forth in Section 3.02 of the Disclosure Schedule, free and clear of all Encumbrances, other than as set forth in Section 3.02 of the Disclosure Schedule. At the Closing, the Seller shall sell to the Purchasers good and marketable title to the Securities, free and clear of all Encumbrances, other than as set forth in Section 3.02 of the Disclosure Schedule and other than such Encumbrances as may be created by or on behalf of the applicable Purchaser. All of the issued and outstanding limited liability company interests of Master LLC have been duly authorized and validly issued. Except as set forth in Section 3.02 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the limited liability company interests of Master LLC or obligating the Seller or Parent (or any of their respective Affiliates) to issue or sell any interests in Master LLC. From the Reference Statement Date and through the date of this Agreement, Master LLC has not made any distributions (including Tax Distributions) to the holders of equity securities of Master LLC.

     Section 3.03.   Subsidiaries . Section 3.03 of the Disclosure Schedule sets forth all of Master LLC’s Subsidiaries as of the date of this Agreement and as of the Closing, listing for each

subsidiary, its name and its jurisdiction of incorporation, its authorized capital stock or other ownership interests and the number of issued and outstanding shares or other ownership interest. Other than with respect to such Subsidiaries and except as set forth in Section 3.03 of the Disclosure Schedule, Master LLC does not own, directly or indirectly, any capital stock or other ownership interests of any Person. Except as set forth in Section 3.03 of the Disclosure Schedule, as of the date of this Agreement and as of the Closing, all of the issued and outstanding shares or other ownership interests of each of the Subsidiaries listed in Section 3.03 of the Disclosure Schedule have been duly authorized and validly issued and are fully paid and nonassessable and, at the Closing, all such issued and outstanding shares or other ownership interests will be owned directly or indirectly by Master LLC, as the case may be, free and clear of all Encumbrances other than Encumbrances set forth in Section 3.03 of the Disclosure Schedule. Except as set forth in Section 3.03 of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the capital stock or other ownership interests of any of the Subsidiaries listed in Section 3.03 of the Disclosure Schedule or obligating either Parent or any such Subsidiary (or their Affiliates) to issue or sell any capital stock or other ownership interests in any such Subsidiary.

     Section 3.04.   No Conflict . Assuming that all consents, approvals, authorizations and other actions described in Section 3.05 have been obtained, all filings and notifications listed in Section 3.05 of the Disclosure Schedule have been made and any applicable waiting period has expired or been terminated, and except as may result from any facts or circumstances relating solely to the Purchasers or any of their respective Affiliates, the execution, delivery and performance by Parent, the Seller and Master LLC of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate, conflict with or result in the breach of the certificate of incorporation or bylaws (or similar organizational documents) of Parent, the Seller, Master LLC or, to Parent’s Knowledge, any other Company, (ii) conflict with or violate any Law or Governmental Order applicable to Parent, the Seller or, to Parent’s Knowledge, Master LLC or any other Company, or (iii) to Parent’s Knowledge, except as set forth in Section 3.04 of the Disclosure Schedule, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or require any consent or notice under, any Material Contract except, in the case of clauses (ii) and (iii), as would not (A) materially and adversely affect the ability of Parent, the Seller or Master LLC to carry out their respective obligations under, and to consummate the transactions contemplated by, this Agreement or (B) otherwise have a Material Adverse Effect.

     Section 3.05.   Governmental Consents and Approvals . The execution, delivery and performance by Parent, the Seller and Master LLC of this Agreement and the consummation of the transactions contemplated hereby do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except (i) as described in Section 3.05 of the Disclosure Schedule, (ii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by Parent, the Seller or Master LLC of the transactions contemplated by this Agreement or would not have a Material Adverse Effect, or (iii) as may be necessary as a result of any facts or circumstances solely relating to the Purchasers or any of their respective Affiliates.

     Section 3.06.   Financial Information .

          (a) Set forth in Section 3.06(a) of the Disclosure Schedule are the following financial statements: (i) the audited combined consolidated balance sheet of the Companies as of December 31, 2006 (the “ Year End Audited Balance Sheet ”) and the related audited combined consolidated statements of income and cash flows of the Companies for (a) the period from January 1, 2006 to November 16, 2006 and (b) the period from November 16, 2006 to December 31, 2006 (collectively, the “ Year End Audited Financial Statements ”) and (ii) the unaudited combined consolidated balance sheet of the Companies as of September 30, 2007, and the related unaudited combined consolidated statements of income and cash flows of the Companies for the nine-month period ended September 30, 2007 (the “ Nine-Month Unaudited Financial Statements ”).

          (b) Except as set forth in Section 3.06(b) of the Disclosure Schedule, the Year End Audited Financial Statements and the Nine-Month Unaudited Financial Statements fairly present, in all material respects, the combined consolidated financial position, results of operations and cash flows of the Companies as of each date and for the periods covered thereby in accordance with GAAP, applied on a consistent basis; provided , that the Nine-Month Unaudited Financial Statements lack (i) footnotes and other presentation items associated with audited financial statements and (ii) updates to the Deferred Tax Accounts amounts included in the Nine-Month Unaudited Financial Statements. All of the Companies are combined or consolidated for accounting purposes.

     Section 3.07.   Absence of Undisclosed Material Liabilities . To Parent’s Knowledge, as of the date of this Agreement, there are no Liabilities of the Companies of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than Liabilities (i) reflected on, or reserved against in, the Year End Audited Balance Sheet, (ii) set forth in Section 3.07 of the Disclosure Schedule, (iii) incurred since the Reference Statement Date in the ordinary course of business of the Companies, or (iv) which would not have a Material Adverse Effect.

     Section 3.08.   Conduct in the Ordinary Course . Except as set forth in Section 3.08 of the Disclosure Schedule, from the Reference Statement Date and through the date of this Agreement, to the Knowledge of Parent, each Company has not:

          (a) (i) issued, sold or redeemed or repurchased or otherwise acquired any capital stock, limited liability company interest or other ownership interests, notes, bonds or other securities of the Companies (or any option, warrant or other right to acquire the same), (ii) declared, made or paid any dividends or distributions to the holders of capital stock or other equity securities, of any Company, as the case may be, other than dividends, distributions and redemptions declared, made or paid by any Company solely to another Company and other than Tax Distributions or (iii) split, combined or reclassified any capital stock of the Companies;

          (b) amended or restated the certificate of incorporation or bylaws (or similar organizational documents) of a Company, as the case may be;

          (c) granted, adopted or announced (i) any, increase in, or acceleration of payment or vesting of, the salaries, bonuses or other compensation or benefits, or (ii) any new

bonus or other compensation or benefits payable by such Company, as the case may be, to any of the current or former employees, officers, individual consultants or directors of any Company other than (x) as required by Law, (y) pursuant to any Plans, or (z) solely with respect to employees who are not employees of any Company with current annual salaries in excess of $150,000, in the ordinary course of business consistent with the past practices of such Company (which shall include increases due to promotions and normal periodic performance reviews and related compensation and benefit increases), as the case may be;

          (d) except in the ordinary course of business, (i) incurred any indebtedness for borrowed money (other than Indebtedness to Parent or to another Company), (ii) issued any debt securities, or (iii) assumed or guaranteed or otherwise become responsible for any indebtedness of any Person (other than Indebtedness of another Company), in the case of (i), (ii) and (iii) above, in an aggregate amount exceeding $2,000,000;

          (e) made any acquisition (by merger, consolidation, or acquisition of stock or assets) of any corporation, partnership or other business organization or division thereof for consideration in excess of $2,000,000 in the aggregate;

          (f) except in the ordinary course of business, created any Encumbrances on any of their assets, tangible or intangible, other than Permitted Encumbrances and Encumbrances on assets having an aggregate value not in excess of $2,000,000;

          (g) sold, assigned or transferred any of their tangible assets except in the ordinary course of business and except for any such assets having an aggregate value of less than $2,000,000;

          (h) disposed of, granted, licensed, abandoned or permitted to lapse any Intellectual Property except in the ordinary course of business consistent with past practice (including sales and licenses to customers);

          (i) made any material change in any method of accounting or accounting practice or policy used by a Company, as the case may be, other than such changes required by GAAP or by Law;

          (j) waived any material rights of value under any Material Contracts, other than in the ordinary course of business consistent with past practice;

          (k) purchased, sold or entered into any contract to purchase or sell any real property;

          (l) incurred any damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Companies;

          (m) suffered any Material Adverse Effect; or

          (n) agreed to take any of the actions specified in Sections 3.08 (a)-(k), except as contemplated by this Agreement and the Transition Services Agreement.

     Section 3.09.   Litigation . Except as set forth in Section 3.09 of the Disclosure Schedule, to the Knowledge of Parent, there is no Action by or against the Companies pending or threatened, that would, if adversely determined, have a Material Adverse Effect or would affect the legality, validity or enforceability of this Agreement, the Intercompany Agreements, the Transition Services Agreement or the LLC Agreement or the consummation of the transactions contemplated hereby or thereby.

     Section 3.10.   Compliance with Laws . Except as set forth in Section 3.10 of the Disclosure Schedule or as would not (i) materially and adversely affect the ability of Parent and the Companies to operate their respective businesses, (ii) materially and adversely affect the ability of Parent, the Seller or Master LLC to carry out their respective obligations under, and to consummate the transactions contemplated by, this Agreement, or (iii) otherwise have a Material Adverse Effect, to the Knowledge of Parent, as of the date of this Agreement, none of the Companies is in violation of any Laws (including without limitation all applicable federal and state health care-related Laws), Governmental Orders or permits or licenses applicable to the Companies.

     Section 3.11.   Intentionally Omitted .

     Section 3.12.   Intellectual Property .

          (a) To the Knowledge of Parent, Section 3.12(a) of the Disclosure Schedule lists as of the date of this Agreement all registered Intellectual Property and applications for registered Intellectual Property owned by or exclusively licensed to any of the Companies. Except as set forth in Section 3.12(a) of the Disclosure Schedule, or as would not, individually or in the aggregate, have a Material Adverse Effect, to the Knowledge of Parent, all such registrations, issuances, filings and applications for Company Intellectual Property are, as of the date of this Agreement, valid, subsisting, in full force and effect, and have not been or are not, as applicable, cancelled, expired, abandoned or otherwise terminated.

          (b) Except as set forth in Section 3.12(b) of the Disclosure Schedule, or as would not, individually or in the aggregate, have a Material Adverse Effect, (i) to the Knowledge of Parent, the operation of the Companies as conducted as of the date of this Agreement does not infringe or m