EXHIBIT 10.60
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
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THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the "Amendment"),
dated as of January 25, 1999, is made and entered into by and between WebMD,
Inc., a Georgia corporation f/k/a Endeavor Technologies, Inc. (the "Company"),
and the persons and entities indicated on Exhibit A hereto (the "Investors").
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WHEREAS, the Company has entered into a Registration Rights Agreement dated
as of January 13, 1999, as amended on January 22, 1999 (the "Registration Rights
Agreement"), pursuant to which certain Purchasers (as defined therein) of the
Company's Series B Preferred Stock received registration rights with respect to
shares of Series B Preferred Stock of the Company owned by the Purchasers;
WHEREAS, certain of the Investors (the "Series C Investors") have purchased
from the Company the number of shares of its Series C Preferred Stock specified
opposite such Investor's name on Exhibit A (the "Series C Shares");
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WHEREAS, each of the Series C Investors desires to become a party to the
Registration Rights Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. The Registration Rights Agreement is hereby amended as follows:
(a) RECITAL (A) shall be deleted and replaced with the following:
"The Purchasers include (i) the purchasers of the Company's Series B
Preferred Stock (the "Series B Preferred Stock") pursuant to a Stock
Purchase Agreement dated as of January 13, 1999, among such purchasers and
the Company, as such may be amended from time to time (the "Series B Stock
Purchase Agreement") and (ii) the purchasers of the Company's Series C
Preferred Stock (the "Series C Preferred Stock") pursuant to a Stock
Purchase Agreement to be entered into among such purchasers and the
Company, as such may be amended from time to time (the "Series C Stock
Purchase Agreement").
(b) RECITAL (B) shall be amended to add the words "and Series C Preferred
Stock" after "Series B Preferred Stock."
(c) RECITAL (C) shall be amended to replace the words "Stock Purchase
Agreement" with "Series B Stock Purchase Agreement and Series C Stock
Purchase Agreement."
(d) Section 1: The definition of "Registrable Securities" shall be amended
by adding the words "or Warrants" after the word "Shares" in subsections
(i) and (ii).
(e) Section 1: The definition of "Shares" shall be deleted and replaced
with the following:
"Shares" shall mean the Series B Preferred Stock and the Series C Preferred
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Stock of the Company purchased pursuant to either the Series B Stock
Purchase Agreement or the Series C Stock Purchase Agreement, respectively.
(f) Section 1: A new definition of the word "Warrants" shall be added and
shall read in its entirety as follows:
"Warrants" shall mean warrants to purchase up to 750,000 shares of Series D
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Common Stock of the Company (or 750,000 shares of Common Stock, following
an Initial Public Offering) that may be issued by the Company to Gleacher
NatWest."
(g) Section 7: Section 7 shall be amended by adding a new sentence at the
end of Section 7, which new sentence shall read in full as follows:
"Any transfer of Warrants shall be conditioned upon the Company receiving
the agreement of the tranferees that they will not exercise such warrants
if such exercise would not be in compliance with the exemption from
registration provided by Rule 506 of Regulation D promulgated pursuant to
the Securities Act."
(h) Section 11(h): Section 11(h) shall be amended by deleting the first
sentence thereof and replacing such first sentence with the following:
"The provisions of this Agreement may be amended at any time and from time
to time, and particular provisions of this Agreement may be waived, with
and only with an agreement or consent in writing signed by the Company and
by the holders of a majority of the number of shares of Registrable
Securities (or securities convertible into Registrable Securities)
outstanding as of the date of such amendment or waiver; provided, however,
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that without obtaining the consent of any other party to this Agreement,
the Company may amend this Agreement (i) to add hereto as parties each
person or entity who purchases Shares pursuant to the Series B Stock
Purchase Agreement or Series C Stock Purchase Agreement on or after the
date of this Agreement, such Amendment to be effected by obtaining the
signature of each such party and the Company to a counterpart to this
Agreement and (ii) to add Gleacher NatWest in the event the Company issues
the Warrants to Gleacher NatWest, such Amendment to be effected by
obtaining the signature of the Company and Gleacher NatWest to a
counterpart to this Agreement; and (iii) to restate this Agreement from
time to time to incorporate all amendments previously made, which
restatement may be effected by the Company, acting alone, which may
indicate thereon the date of such restatement and the conformed signatures
of all holders then party to this Agreement.
(i) Exhibit A to the Registration Rights Agreement is hereby amended and
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restated in the form attached as Exhibit A hereto.
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2. All other provisions of the Registration Rights Agreement shall remain
in full force and effect.
3. This Amendment may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this Second
Amendment to Registration Rights Agreement as of the day and year first above
written.
THE COMPANY: INVESTORS:
WebMD, Inc. KEP VI, LLC
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxx
Chief Executive Officer Title: Managing Member
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Xxxxxxxx X. Xxxxx, Xx.
/s/ Xxxxxxxx X. Xxxxx
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Hall Family Investments, L.P.
By: /s/ Xxxxx Xxxx Green
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Title:__________________________
Croft & Xxxxxx LLC
By: /s/ Xxxxxx X. Xxxxx
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Title: Managing Director
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EXHIBIT A
Number of Shares of
Preferred Stock or
Investor Shares Subject to Warrants
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Series B
KEP VI, LLC 100,000
Xxxxxxxx X. Xxxxx, Xx. 50,000
Hall Family Investments, L.P. 50,000
Croft & Xxxxxx LLC (1) 10,000
(1) Pursuant to First Amendment to Registration Rights Agreement dated January
22, 1999.
