May 16, 2017 WebMD Health Corp.
Exhibit (d)(5)
May 16, 2017
WebMD Health Corp.
000 Xxxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
Kohlberg Kravis Xxxxxxx & Co. L.P.
0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Reference is made to the letter agreement, dated as of April 6, 2017 (the “Agreement”), by and between WebMD Health Corp. and Kohlberg Kravis Xxxxxxx & Co. L.P. (“KKR”), a copy of which is attached hereto. Capitalized terms that are used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.
The undersigned acknowledges that it has received Evaluation Material or Transaction Information and, in consideration therefor, agrees to be bound by the provisions of the Agreement applicable to KKR’s “Representatives” as though the undersigned were a party thereto.
Very truly yours,
Internet Brands, Inc.
By:
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/s/ B. Xxxx Xxxxx
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Name:
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B. Xxxx Xxxxx
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Title:
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Exec. VP Corporate Development
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Acknowledged
WebMD Health Corp.
By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Executive Vice President
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