0000950123-05-011066 Sample Contracts

FORM OF RESTRICTED STOCK AGREEMENT Employees

Restricted Stock Agreement • September 14th, 2005 • WebMD Health Corp. • Services-business services, nec • Delaware

• Contract Type
  Restricted Stock Agreement
• Filed
  September 14th, 2005
• Company
  WebMD Health Corp.
• Industry
  Services-business services, nec
• Jurisdiction
  Delaware

THIS RESTRICTED STOCK AGREEMENT is made effective as of [DATE] (the “Grant Date”), by and between WebMD Health Corp., a Delaware corporation (the “Company”), and [NAME] (the “Holder”):

FORM OF RESTRICTED STOCK AGREEMENT Non-Employee Directors

Restricted Stock Agreement • September 14th, 2005 • WebMD Health Corp. • Services-business services, nec • Delaware

• Contract Type
  Restricted Stock Agreement
• Filed
  September 14th, 2005
• Company
  WebMD Health Corp.
• Industry
  Services-business services, nec
• Jurisdiction
  Delaware

THIS RESTRICTED STOCK AGREEMENT is made effective as of [DATE] (the “Grant Date”), by and between WebMD Health Corp., a Delaware corporation (the “Company”), and [NAME] (the “Holder”):

REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN WEBMD CORPORATION AND WEBMD HEALTH CORP. DATED AS OF [_______________], 2005

Registration Rights Agreement • September 14th, 2005 • WebMD Health Corp. • Services-business services, nec • New York

• Contract Type
  Registration Rights Agreement
• Filed
  September 14th, 2005
• Company
  WebMD Health Corp.
• Industry
  Services-business services, nec
• Jurisdiction
  New York

REGISTRATION RIGHTS AGREEMENT, dated as of [___], 2005 (this “Agreement”), between WebMD Health Corp., a Delaware corporation (the “Company”), and WebMD Corporation, a Delaware corporation (the “Parent”).