EXHIBIT 10.54 [WEBMD LOGO] December 31, 1998 VIA FACSIMILE TO: (770) 804-2970 -------------------------------- Mr. Albert J. Bergonzi President HBO & Company of Georgia 301 Perimeter Center North Atlanta, GA 30346 Dear Mr. Bergonzi: This letter states...License Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation
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W I T N E S S E T H: - - - - - - - - - -Shareholders' Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation
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ESCROW AGREEMENT ---------------- THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of this 25/th/ day of January 1999, by and among WebMD, Inc., a Georgia corporation ("WebMD"), SunTrust Bank, Atlanta, a Georgia banking...Escrow Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
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EXHIBIT 2.5 ----------- AMENDMENT TO AGREEMENT AND PLAN OF MERGER ----------------------------------------- THIS AMENDMENT to Agreement AND PLAN OF MERGER (this "Amendment") is made as of the ____ day of January, 1999, by and among WebMD, Inc., a...Agreement and Plan of Merger • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
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WEBMD, INC. REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
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INVESTMENT AGREEMENTInvestment Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
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EXHIBIT 10.60 SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT -------------------------------------------------Registration Rights Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation
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January 15, 1999 VIA FACSIMILE TO: (609) 797-5949 --------------------------------- Mr. John Suender Senior Vice President and General Counsel MedQuist, Inc./Transcriptions, Ltd. 5 Greentree Center, Suite 311 Marlton, NJ 08053 Dear Mr. Suender: This...Confidential Treatment • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation
Contract Type FiledFebruary 26th, 1999 Company IndustryThis letter states the terms of our agreement through which Transcriptions, Ltd. and WebMD, Inc. will co-market *** subscriptions to WebMD. Transcriptions, Ltd. agrees to place or purchase a minimum of *** one-year subscriptions to WebMD for physicians who will be selected by Transcriptions, Ltd., originating *** subscriptions per month beginning on February 1, 1999. The final *** subscriptions would, therefore, originate on June 1, 1999 and expire on May 31, 2000. Transcriptions, Ltd. will pay WebMD the subscription sponsorship fee of $29.95 per subscription per month in arrears on a monthly basis, with the first payment due on February 28, 1999. WebMD will invoice Transcriptions, Ltd. monthly, based on actual subscriber count and Transcriptions, Ltd. will receive credit against each such invoice in the amount, if any, of any payments received by WebMD from any subscriber placed by Transcriptions, Ltd. pursuant to this agreement.
Preamble --------Voting Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
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RECITALS --------Stock Purchase Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
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AGREEMENT AND PLAN OF MERGER ---------------------------- THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered --------- into as of January __, 1999, by and among WEBMD, INC. ("WebMD"), a Georgia ----- corporation having its...Agreement and Plan of Merger • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
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EXHIBIT 2.6 STOCK PURCHASE AGREEMENT BY AND BETWEEN NATIONWIDE MEDICAL SERVICES, INC.Stock Purchase Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
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ARTICLE 2 TERMS OF MERGER --------------- 2.1 Charter. The Articles of Incorporation of Merger Corp. in effect ------- immediately prior to the Effective Time shall be amended and restated, effective at the Effective Time, in a manner satisfactory to...Webmd Inc • February 26th, 1999 • Services-computer processing & data preparation • Georgia
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EXHIBIT 10.61 THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT ------------------------------------------------Registration Rights Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation
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PERFORMANCE-BASED WARRANT TO PURCHASE SECURITIES OF WEBMD, INC. Date of Issuance: January 28, 1999Webmd Inc • February 26th, 1999 • Services-computer processing & data preparation
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WARRANT TO PURCHASE SECURITIES OF WEBMD, INC. THIS CERTIFIES that, for value received, WebMD, Inc., a Georgia corporation (the "Company"), hereby agrees to grant to Nationwide Medical Services, Inc., a Virginia corporation, or its registered assigns...Stock Purchase Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation
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WARRANT TO PURCHASE SECURITIES OF WEBMD, INC. THIS CERTIFIES that, for value received, WebMD, Inc., a Georgia corporation (the "Company"), hereby agrees to grant to Gleacher NatWest Inc., a Delaware corporation, or its registered assigns (the...Letter Agreement • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation
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INVESTMENT WARRANT TO PURCHASE SHARES OF SERIES C PREFERRED STOCK OR COMMON STOCK OF WEBMD, INC. Date of Issuance: January 28, 1999Webmd Inc • February 26th, 1999 • Services-computer processing & data preparation
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EXHIBIT 10.6 CO-MARKETING AND INTEGRATION AGREEMENT -------------------------------------- This Co-Marketing and Integration Agreement (the "Agreement") is entered into this 15th day of December, 1997, by and between ENDEAVOR TECHNOLOGIES, INC., a...Confidential Treatment • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation • Georgia
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EXHIBIT 10.46 January 20, 1999 Jeffrey T. Arnold Chairman and Chief Executive Officer WebMD, Inc. 400 The Lenox Building 3399 Peachtree Road NE Atlanta, Georgia 30326 RE: DISTRIBUTION AGREEMENT Dear Mr. Arnold: Reference is made to that certain...Confidential Treatment • February 26th, 1999 • Webmd Inc • Services-computer processing & data preparation
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