0000928464-12-000126 Sample Contracts

DIRECTOR APPOINTMENT AGREEMENT
Director Appointment Agreement • June 11th, 2012 • Icahn Carl C • Delaware

This Director Appointment Agreement, dated as of June 8, 2012 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and WebMD Health Corp., a Delaware corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

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