EXHIBIT 10.61
THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
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THIS THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the "Amendment"),
dated as of January 27, 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 through the date hereof, 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 certain securities 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. Pursuant to Section 11(h) thereof, the Registration Rights Agreement is
hereby amended to include each Series C Investor as a Purchaser.
2. 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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3. All other provisions of the Registration Rights Agreement shall remain
in full force and effect.
[SIGNATURES BEGIN ON NEXT PAGE]
IN WITNESS WHEREOF, the parties have executed and delivered this Third
Amendment to Registration Rights Agreement as of the day and year first above
written.
THE COMPANY:
WebMD, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Chief Executive Officer
INVESTOR:
Xxxxx Healthcare Corporation
By: /s/ Xxxxxx Xxxxxx
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Title: Chief Corporate Officer,
Office of the President
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/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxx, Xx.
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Xxxx X. Xxxxx, Xx.
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
/s/ H. Xxxxxx Xxxxx
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H. Xxxxxx Xxxxx
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
/s/ Xxx Xxxxxxxx
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Xxx Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
/s/ Xxx Xxxxxx
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Xxx Xxxxxx
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
EXHIBIT A
Number of Shares of
Investor Series B Preferred Stock
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KEP VI, LLC 100,000
Xxxxxxxx X. Xxxxx, Xx. 50,000
Hall Family Investments, L.P. 50,000
Croft & Xxxxxx LLC (1) 10,000
Number of Shares of
Investor Series C Preferred Stock
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Xxxx X. Xxxxxxxx 75,000
Xxxxxxx X. Xxxxxxxx 32,500
Xxxxxx X. Xxxxx 10,000
Xxxxxxx X. Xxxxxx 6,250
Xxxx X. Xxxxx, Xx. 10,000
Xxxx Xxxxxxx 5,000
H. Xxxxxx Xxxxx 10,000
Xxxxx X. Xxxx 5,000
Xxx Xxxxxxxx 5,000
Xxxxxx X. Xxxxxxxxxx 10,000
Xxx Xxxxxx 5,000
Xxxxxxx Xxxxxxx 5,000
Xxxxx Healthcare Corporation 150,000
(1) Pursuant to First Amendment to Registration Rights Agreement dated January
22, 1999.
