Medical Space) LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease") is made and entered into this 16th day of September, 1996, by and between Landlord and Tenant. W I T N E S S E T H : - - - - - - - - - -Lease Agreement • January 28th, 1999 • Webmd Inc • Georgia
FIRST AMENDED AND RESTATED -------------------------- SITEMAN INTERACTIVE AND SUPPORT SERVICES AGREEMENT -------------------------------------------------- (INCLUDING NON-EXCLUSIVE LICENSE) This First Amended and Restated Siteman Interactive and...Services Agreement • January 28th, 1999 • Webmd Inc • Georgia
EXHIBIT 10.54 [WEBMD LOGO] December 31, 1998 VIA FACSIMILE TO: (770) 804-2970 -------------------------------- Mr. Albert J. Bergonzi President HBO & Company of Georgia 301 Perimeter Center North Atlanta, GA 30346 Dear Mr. Bergonzi: This letter states...License Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation
W I T N E S S E T H: - - - - - - - - - -Shareholders' Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation
ESCROW AGREEMENT ---------------- THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of this 25/th/ day of January 1999, by and among WebMD, Inc., a Georgia corporation ("WebMD"), SunTrust Bank, Atlanta, a Georgia banking...Escrow Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
EXHIBIT 2.5 ----------- AMENDMENT TO AGREEMENT AND PLAN OF MERGER ----------------------------------------- THIS AMENDMENT to Agreement AND PLAN OF MERGER (this "Amendment") is made as of the ____ day of January, 1999, by and among WebMD, Inc., a...Agreement and Plan of Merger • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
WEBMD, INC. REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
WITNESSETH: -----------Sublease Agreement • January 28th, 1999 • Webmd Inc • Georgia
AMENDMENT NO. 1 to the LICENSE AGREEMENTLicense Agreement • January 28th, 1999 • Webmd Inc
INVESTMENT AGREEMENTInvestment Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
BACKGROUND: ----------Management Services Agreement • January 28th, 1999 • Webmd Inc • Georgia
ARTICLE I --------- EMPLOYMENT ----------Employment Agreement • January 28th, 1999 • Webmd Inc • Georgia
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1st day of February, 1998, by and between ENDEAVOR TECHNOLOGIES INC., a Georgia corporation ("ETI"), and K. ROBERT DRAUGHON, an individual (the...Employment Agreement • January 28th, 1999 • Webmd Inc • Georgia
EXHIBIT 10.60 SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT -------------------------------------------------Registration Rights Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation
January 15, 1999 VIA FACSIMILE TO: (609) 797-5949 --------------------------------- Mr. John Suender Senior Vice President and General Counsel MedQuist, Inc./Transcriptions, Ltd. 5 Greentree Center, Suite 311 Marlton, NJ 08053 Dear Mr. Suender: This...Confidential Treatment • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation
This letter states the terms of our agreement through which Transcriptions, Ltd. and WebMD, Inc. will co-market *** subscriptions to WebMD. Transcriptions, Ltd. agrees to place or purchase a minimum of *** one-year subscriptions to WebMD for physicians who will be selected by Transcriptions, Ltd., originating *** subscriptions per month beginning on February 1, 1999. The final *** subscriptions would, therefore, originate on June 1, 1999 and expire on May 31, 2000. Transcriptions, Ltd. will pay WebMD the subscription sponsorship fee of $29.95 per subscription per month in arrears on a monthly basis, with the first payment due on February 28, 1999. WebMD will invoice Transcriptions, Ltd. monthly, based on actual subscriber count and Transcriptions, Ltd. will receive credit against each such invoice in the amount, if any, of any payments received by WebMD from any subscriber placed by Transcriptions, Ltd. pursuant to this agreement.
EXHIBIT 10.8 ESCROW AGREEMENT THIS ESCROW AGREEMENT ("Escrow Agreement") is made and entered into as of the 31st day of December, 1998, by and among WebMD, Inc., a Georgia corporation ("Purchaser"), certifiedemail.com, Inc., a Georgia corporation...Escrow Agreement • January 28th, 1999 • Webmd Inc • Georgia
BACKGROUND: ----------Noncompetition Agreement • January 28th, 1999 • Webmd Inc • Georgia
Preamble --------Voting Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
RECITALS --------Stock Purchase Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
AGREEMENT AND PLAN OF MERGER ---------------------------- THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered --------- into as of January __, 1999, by and among WEBMD, INC. ("WebMD"), a Georgia ----- corporation having its...Agreement and Plan of Merger • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
EXHIBIT 2.6 STOCK PURCHASE AGREEMENT BY AND BETWEEN NATIONWIDE MEDICAL SERVICES, INC.Stock Purchase Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
BACKGROUND: ----------Asset Purchase Agreement • January 28th, 1999 • Webmd Inc • Georgia
EXHIBIT 2.2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 28th, 1999 • Webmd Inc • Georgia
ARTICLE 2 TERMS OF MERGER --------------- 2.1 Charter. The Articles of Incorporation of Merger Corp. in effect ------- immediately prior to the Effective Time shall be amended and restated, effective at the Effective Time, in a manner satisfactory to...Webmd Inc • February 26th, 1999 • Services-computer processing & data preparation • Georgia
EXHIBIT 10.9 STOCK PURCHASE WARRANT THIS STOCK PURCHASE WARRANT (hereinafter referred to as the "Warrant") is made and entered into as of July 21, 1998 (the "Issuance Date"), by and between ENDEAVOR TECHNOLOGIES, INC., a Georgia corporation (the...Stock Purchase Warrant • January 28th, 1999 • Webmd Inc • Georgia
WITNESSETH:Registration Rights Agreement • January 28th, 1999 • Webmd Inc
EXHIBIT 10.61 THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT ------------------------------------------------Registration Rights Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation
THIRD AMENDMENT TO RESTATED SHAREHOLDERS AGREEMENT OF WEBMD, INC.Shareholders Agreement • January 28th, 1999 • Webmd Inc
PERFORMANCE-BASED WARRANT TO PURCHASE SECURITIES OF WEBMD, INC. Date of Issuance: January 28, 1999Webmd Inc • February 26th, 1999 • Services-computer processing & data preparation
WARRANT TO PURCHASE SECURITIES OF WEBMD, INC. THIS CERTIFIES that, for value received, WebMD, Inc., a Georgia corporation (the "Company"), hereby agrees to grant to Nationwide Medical Services, Inc., a Virginia corporation, or its registered assigns...Stock Purchase Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation
EXHIBIT 10.1 STOCK PURCHASE WARRANT ----------------------Stock Purchase • January 28th, 1999 • Webmd Inc • Tennessee
EXHIBIT 10.5 EQUIPMENT LEASE --------------- THIS EQUIPMENT LEASE (this "Lease") is made and entered into this 15th day of December, 1997, by and between PREMIERE COMMUNICATIONS, INC., a Florida corporation ("Lessor"), and ENDEAVOR TECHNOLOGIES, INC.,...Equipment Lease • January 28th, 1999 • Webmd Inc • Georgia
WARRANT TO PURCHASE SECURITIES OF WEBMD, INC. THIS CERTIFIES that, for value received, WebMD, Inc., a Georgia corporation (the "Company"), hereby agrees to grant to Gleacher NatWest Inc., a Delaware corporation, or its registered assigns (the...Letter Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation
EXHIBIT 10.35 MEMORANDUM OF UNDERSTANDING --------------------------- This Memorandum of Understanding ("MOU") is entered into effective as of the 6/th/ day of July, 1998, by and among William Porter Payne, a resident of the State of Georgia...Webmd Inc • January 28th, 1999 • Georgia
INVESTMENT WARRANT TO PURCHASE SHARES OF SERIES C PREFERRED STOCK OR COMMON STOCK OF WEBMD, INC. Date of Issuance: January 28, 1999Webmd Inc • February 26th, 1999 • Services-computer processing & data preparation
