0000950123-05-011256 Sample Contracts

WebMD, Inc. Services Agreement
Services Agreement • September 19th, 2005 • WebMD Health Corp. • Services-business services, nec • Massachusetts

This Agreement (“Agreement”) is made and entered into by and between WebMD, Inc. (“WebMD”), a Georgia corporation with its principal place of business at 669 River Drive, Elmwood Park, NJ 07407 and Fidelity Employer Services Company LLC (“FESCO”), a Delaware limited liability company with its principal place of business at 82 Devonshire Street, Boston, MA 02109, (each a “Party” and collectively referred to herein as the “Parties”) is effective this 12th day of February 2004 (“Effective Date”).

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6,900,000 Shares WebMD Health Corp. CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • September 19th, 2005 • WebMD Health Corp. • Services-business services, nec • New York

Morgan Stanley & Co. Incorporated Citigroup Global Markets Inc. Goldman, Sachs & Co. Bear, Stearns & Co. Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036

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