AGREEMENT AND PLAN OF MERGER among MH SUB I, LLC, DIAGNOSIS MERGER SUB, INC. and WEBMD HEALTH CORP. Dated as of July 24, 2017Agreement and Plan of Merger • July 26th, 2017 • WebMD Health Corp. • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 24, 2017 (this “Agreement”), among MH Sub I, LLC, a Delaware limited liability company (“Parent”), Diagnosis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and WebMD Health Corp., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER between WEBMD HEALTH CORP. and HLTH CORPORATION Dated as of June 17, 2009Agreement and Plan of Merger • June 22nd, 2009 • WebMD Health Corp. • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 17, 2009 (this “Agreement”), between WEBMD HEALTH CORP., a Delaware corporation (“WebMD”), and HLTH CORPORATION, a Delaware corporation (“HLTH”).
INDEMNITY AGREEMENTIndemnity Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec • Delaware
This Indemnity Agreement (“Agreement”) is made as of ___, ___by and between WebMD Health Corp., a Delaware corporation (the “Company”), and ___(“Indemnitee”).
WebMD Health Holdings, Inc. 111 Eighth Avenue New York, NY 10001WebMD Health Corp. • September 8th, 2005 • Services-business services, nec • New York
This letter confirms the terms of your employment with WebMD Health Holdings, Inc. (the “Company” or “WebMD Health”), a subsidiary of WebMD Corporation, and amends and supersedes in its entirety the Employment Agreement dated October 4, 2000 between you and WebMD Corporation (the “Prior Agreement”).
WEBMD HEALTH CORP. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 23rd, 2009 • WebMD Health Corp. • Services-business services, nec • Delaware
THIS RESTRICTED STOCK AGREEMENT is made effective as of [______, 20___] (the “Grant Date”), by and between WebMD Health Corp., a Delaware corporation (the “Company”), and [____________] (the “Holder”):
WEBMD HEALTH CORP. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of June 1, 2016 $360,000,000 Principal Amount 2.625% Convertible Notes due 2023Indenture • June 2nd, 2016 • WebMD Health Corp. • Services-business services, nec • New York
INDENTURE, dated as of June 1, 2016, between WebMD Health Corp., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
WEBMD HEALTH CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC As Rights Agent Rights Agreement Dated as of November 2, 2011Rights Agreement • November 3rd, 2011 • WebMD Health Corp. • Services-business services, nec • New York
RIGHTS AGREEMENT, dated as of November 2, 2011 (this “Agreement”), between WebMD Health Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • September 15th, 2017 • WebMD Health Corp. • Services-business services, nec • New York
FIRST SUPPLEMENTAL INDENTURE (“Supplemental Indenture”) dated as of September 15, 2017, between WebMD Health Corp., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
WebMD Health Corp. New York, NY 10001Letter Agreement • August 9th, 2013 • WebMD Health Corp. • Services-business services, nec • New York
This letter (“Letter Agreement”) sets forth the terms of your continued employment with WebMD Health Corp. (the “Company” or “WebMD Health”), effective as of May 7, 2013 (“Effective Date”).
As of September 25, 2011 Anthony Vuolo c/o WebMD Health Corp. 111 Eighth Avenue New York, New York 10011 Dear Tony:WebMD Health Corp. • November 9th, 2011 • Services-business services, nec
Reference is made to the Amended and Restated Employment Agreement between you and WebMD Health Corp. (“WebMD Health” or the “Company”), dated July 14, 2005 (as previously amended, the “Employment Agreement”). This letter is intended to describe the material terms of equity grants made to you on September 25, 2011 (the “Date of Grant”), including the Change in Control provisions.
WEBMD HEALTH CORP. PERFORMANCE-BASED RESTRICTED STOCK AGREEMENTPerformance-Based Restricted Stock Agreement • March 1st, 2017 • WebMD Health Corp. • Services-business services, nec • Delaware
THIS PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT is made effective as of November 2, 2016 (the “Grant Date”), by and between WebMD Health Corp., a Delaware corporation (the “Company”), and Martin J. Wygod (the “Holder”):
ContractFirst Supplemental Indenture • October 26th, 2009 • WebMD Health Corp. • Services-business services, nec • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), is dated as of October 23, 2009, by and between WebMD Health Corp., a Delaware corporation (“WebMD”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), under the Indenture referred to below. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture.
INTERACTIVE SERVICES AGREEMENTInteractive Services Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec • Virginia
This Interactive Services Agreement (the “Agreement”), effective as of May 9, 2001 (the “Effective Date”), is between America Online, Inc. (“AOL”), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166 and WebMD Corporation (“WebMD”), a Delaware corporation, with offices at 669 River Drive, River Drive Center 11, Elmwood Park, NJ 07407. AOL and WebMD may be referred to individually as a “Party” or collectively as the “Parties.”
TERMINATION AGREEMENTTermination Agreement • October 20th, 2008 • WebMD Health Corp. • Services-business services, nec • Delaware
This TERMINATION AGREEMENT, dated as of October 19, 2008 (this “Agreement”), is between WebMD Health Corp., a Delaware corporation (“WebMD”), and HLTH Corporation, a Delaware corporation (“HLTH”).
WebMD, LLC 111 Eighth Avenue New York, NY 10011 212-624-3700 As of December 14, 2008 Steven Zatz, M.D. c/o WebMD Health Corp. 111 Eighth Avenue New York, NY 10011-5201 Dear Steve:WebMD Health Corp. • April 30th, 2010 • Services-business services, nec
The purpose of this letter amendment is to amend the letter agreement between you and WebMD Health Corp. (previously known as WebMD Health Holdings, Inc., the “Company”) dated as of July 14, 2005 (the “Agreement”) in a manner intended to bring the Agreement into compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations issued thereunder. Accordingly, your execution of this letter amendment indicates your agreement to the amendment of the Agreement as set forth below:
400,000,000 Principal Amount 2.25% Convertible Notes due 2016WebMD Health Corp. • March 15th, 2011 • Services-business services, nec • New York
INDENTURE, dated as of March 14, 2011, between WebMD Health Corp., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
Amended and Restated Loan AgreementLoan Agreement • May 11th, 2009 • WebMD Health Corp. • Services-business services, nec • New York
This Amended and Restated Loan Agreement (“Agreement”), dated as of April 28, 2009, is made between Citigroup Global Markets Inc. (“CGMI”) and the undersigned, WebMD Health Corp. (“Client”), to set forth the terms and conditions that will govern one or more extensions of credit (each, an “Advance”) by CGMI to the Client. This Agreement amends and restates in its entirety that certain Loan Agreement dated May 6, 2008 made by and between CGMI and the Client.
THIRD AMENDMENT TO INTERACTIVE SERVICES AGREEMENTInteractive Services Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec
This Third Amendment to the Interactive Services Agreement (this “Third Amendment”), effective as of March 1, 2002 (the “Third Amendment Effective Date”), is made and entered into by and between America Online, Inc. (“America Online” or “AOL”), a Delaware corporation with its principal offices at 22000 AOL Way, Dulles, Virginia 20166 and WebMD Corporation (“WebMD”), a Delaware corporation, with offices at 669 River Drive, River Drive Center 11, Elmwood Park, New Jersey 07407 (each a “Party” and collectively the “Parties”). Defined terms that are used but not defined herein shall be as defined in the Interactive Services Agreement between AOL and WebMD effective as of May 9, 2001, as amended (the “Agreement”).
FIRST AMENDMENT TO INTERACTIVE SERVICES AGREEMENTInteractive Services Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec
This Amendment to Interactive Services Agreement (this “First Amendment”), effective as of May 15, 2001 (“Amendment Effective Date”), is made and entered into by and between America Online, Inc. (“America Online” or “AOL”), a Delaware corporation with its principal offices at 22000 AOL Way, Dulles, Virginia 20166 and WebMD Corporation (“WebMD”), a Delaware corporation, with offices at 669 River Drive, River Drive Center 11, Elmwood Park, NJ 07407. Defined terms that are used but not defined herein shall be as defined in the Interactive Services Agreement between AOL and WebMD effective as of May 9, 2001 (“Agreement”).
DIRECTOR APPOINTMENT AGREEMENTDirector Appointment Agreement • October 17th, 2012 • WebMD Health Corp. • Services-business services, nec
This Director Appointment Agreement, dated as of October 17, 2012 (this “Agreement”), is by and among Kensico Capital Management Corp. and the investment funds it advises (collectively, “Kensico Capital Management”) and WebMD Health Corp., a Delaware corporation (the “Company”).
WebMD Health Corp. New York, NY 10011Letter Agreement • April 29th, 2015 • WebMD Health Corp. • Services-business services, nec
This letter will confirm the terms of the amendment to your employment letter (the “Letter Agreement”) with WebMD Health Corp. (the “Company” or “WebMD”) dated as of February 11, 2011. The Letter Agreement is amended, effective as of the date hereof, as follows:
ContractWebMD Health Corp. • February 2nd, 2007 • Services-business services, nec
Agreement of Lease 111 Chelsea Commerce LPWebMD Health Holdings, Inc. • July 15th, 2005 • Services-business services, nec • New York
Agreement of Lease, dated as of June 30, 2004, between 111 Chelsea Commerce LP (“Landlord”), a Delaware limited partnership with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011, and WebMD, Inc. (“Tenant”), a Georgia corporation with an address at 669 River Drive, Center Two, Elmwood Park, New Jersey 07407.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • September 15th, 2017 • WebMD Health Corp. • Services-business services, nec • New York
FIRST SUPPLEMENTAL INDENTURE (“Supplemental Indenture”) dated as of September 15, 2017, between WebMD Health Corp., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
WEBMD, LLC SUPPLEMENTAL BONUS PROGRAM TRUST AGREEMENTTrust Agreement • April 29th, 2008 • WebMD Health Corp. • Services-business services, nec • New York
This Supplemental Bonus Program Trust Agreement (the “Trust Agreement”) was originally made and entered into the 15th day of March, 2007 by and between WEBMD, LLC, a Delaware limited liability company (the “Company”) (then known as WEBMD, INC., a Georgia corporation), and Peter Anevski (the “Trustee”), to evidence a trust (the “Trust”) established to hold funds to provide supplemental bonuses to certain designated employees of the Company and its Subsidiaries. All assets were distributed from the Trust in accordance with the terms of the original Trust Agreement on March 14, 2008. This amendment and restatement of the Trust Agreement is effective as of March 15, 2008.
INDEMNITY AGREEMENT BY AND BETWEEN WEBMD CORPORATION AND WEBMD HEALTH CORP. DATED AS OF [ ], 2005Indemnity Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of [___], 2005 by and between WebMD Corporation, a Delaware corporation (“Parent”) on behalf of itself and the other Parent Entities (as defined below), and WebMD Health Corp., a Delaware corporation (the “Company”), on behalf of itself and the other Company Entities (as defined below).
SECOND AMENDMENT TO INTERACTIVE SERVICES AGREEMENTInteractive Services Agreement • July 15th, 2005 • WebMD Health Holdings, Inc. • Services-business services, nec
This Second Amendment to Interactive Services Agreement (this “Second Amendment”), effective as of June 26, 2001 (the “Second Amendment Effective Date”), is made and entered into by and between America Online, Inc. (“America Online” or “AOL”), a Delaware corporation with its principal offices at 22000 AOL Way, Dulles, Virginia 20166 and WebMD Corporation (“WebMD”), a Delaware corporation, with offices at 669 River Drive, River Drive Center 11, Elmwood Park, New Jersey 07407 (each a “Party” and collectively the “Parties”). Defined terms that are used but not defined herein shall be as defined in the Interactive Services Agreement between AOL and WebMD effective as of May 9, 2001, as amended (the “Agreement”).
AGREEMENT AND PLAN OF MERGER by and among EMEDICINE.COM, INC., WEBMD HEALTH CORP., ME OMAHA, INC., AND LILIAN SHACKELFORD MURRAY, AS STOCKHOLDERS’ REPRESENTATIVE Dated as of January 17, 2006Agreement and Plan of Merger • January 20th, 2006 • WebMD Health Corp. • Services-business services, nec • New York
AGREEMENT TO FORFEIT NON-QUALIFIED STOCK OPTIONSNon-Qualified Stock Options • February 29th, 2012 • WebMD Health Corp. • Services-business services, nec • Delaware
WHEREAS, the Company has adopted and sponsors the WebMD Health Corp. Amended and Restated 2005 Long-Term Incentive Plan (the “Plan”), under which the Company is permitted to grant equity based incentive compensation to its employees and members of its Board of Directors;
As of November 2, 2016 Blake DeSimone c/o WebMD Health Corp. New York, NY 10014 Dear Blake:Letter Agreement • March 1st, 2017 • WebMD Health Corp. • Services-business services, nec
This letter agreement (“Agreement”) describes the amendments being made to the employment agreement between you and WebMD Health Corp. (“WebMD” or the “Company”) dated May 29, 2015 (the “Employment Agreement”), effective as of the date set forth above (except with respect to the compensation changes described in 1 below).
BUSINESS SERVICES AGREEMENTBusiness Services Agreement • February 1st, 2006 • WebMD Health Corp. • Services-business services, nec • New York
THIS BUSINESS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2006 (the “Effective Date”) by and between Emdeon Corporation, a Delaware corporation, Envoy Corporation (“Business Services”), and Emdeon Practice Services, Inc. (“Practice Services,” and collectively with Emdeon Corporation and Business Services, “Emdeon”) and WebMD Health Corp., a Delaware corporation (“WebMD”).
AMENDMENT NO. 7 TO THE WEBMD HEALTH CORP. SUPPLEMENTAL BONUS PROGRAM TRUST AGREEMENTProgram Trust Agreement • May 9th, 2017 • WebMD Health Corp. • Services-business services, nec
WHEREAS, WebMD Health Corp. (the “Company”) and Scott Wahlers (the “Trustee”) are parties to the WebMD Health Corp. Supplemental Bonus Program Trust Agreement (as Amended and Restated Effective as of March 15, 2008 and further amended by Amendment Nos. 1, 2, 3, 4, 5 and 6) (the “Trust Agreement”);
As of September 25, 2011 Martin J. Wygod c/o WebMD Health Corp. 669 River Drive Elmwood Park, New Jersey 07407 Dear Marty:WebMD Health Corp. • November 9th, 2011 • Services-business services, nec
Reference is made to the Amended and Restated Employment Agreement between you and WebMD Health Corp. (“WebMD Health” or the “Company”), dated August 3, 2005 (as previously amended, the “Employment Agreement”). This letter is intended to describe the material terms of a non-qualified stock option grant made to you on September 25, 2011 (the “Date of Grant”), including the Change in Control provisions.
WebMD Health Corp. 111 Eighth Avenue New York, NY 10001Letter Agreement • March 2nd, 2010 • WebMD Health Corp. • Services-business services, nec • New Jersey
As discussed and effective today, WebMD Health Corp. (formerly known as Emdeon Corporation and HLTH Corporation, the “Company”) is terminating your employment without Cause in accordance with Section 5.4 of the Employment Agreement dated November 9, 2006, as amended as of December 10, 2008, between you and the Company (as so amended, the “Employment Agreement”). This letter agreement (the “Agreement”) contains the release referred to in the Employment Agreement and is a condition to the Company’s obligations to pay the severance and benefits set forth in Section 5.4 of the Employment Agreement and described below.
AMENDMENT NO. 1 TO THE WEBMD, LLC SUPPLEMENTAL BONUS PROGRAM TRUST AGREEMENTTrust Agreement • April 30th, 2009 • WebMD Health Corp. • Services-business services, nec
WHEREAS, WebMD, LLC (the “Company”), a wholly-owned subsidiary of WebMD Health Corp., and Peter Anevski (the “Trustee”) are parties to the WebMD, LLC Supplemental Bonus Program Trust Agreement (as Amended and Restated Effective as of March 15, 2008) (the “Trust Agreement”);
