REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2003 • Webmd Corp /New/ • Services-computer processing & data preparation • New York
This Registration Rights Agreement (this “Agreement”) is dated as of July 17, 2003, by and among WebMD Corporation, a Delaware corporation (“Company”), Joseph Q. DiMartini, individually and as Trustee U/A dated February 6, 1998 f/b/o Joseph Q. DiMartini, and as Trustee of the Joseph Q. DiMartini 2002 Irrevocable Trust dated October 14, 2002, Eric J. Schaefer, an individual, Daniel A. Schmitt, individually and as Trustee of the Daniel A. Schmitt Revocable Trust dated March 26, 1999, and as Trustee of the Daniel Schmitt 2002 Irrevocable Trust dated September 24, 2002, and Dru A. Schmitt, individually and as Trustee U/A dated October 20, 1997 f/b/o Dru A. Schmitt.
STOCK PURCHASE AGREEMENT by and among WebMD Corporation, as Buyer and Joseph Q. DiMartini, individually and as Trustee U/A dated February 6, 1998 f/b/o Joseph Q. DiMartini, and as Trustee of the Joseph Q. DiMartini 2002 Irrevocable Trust dated October...Stock Purchase Agreement • August 14th, 2003 • Webmd Corp /New/ • Services-computer processing & data preparation • New York
This Stock Purchase Agreement is dated as of June 15, 2003 (the “Effective Date”) by and among WebMD Corporation, a Delaware corporation (“Buyer”), Joseph Q. DiMartini, individually and as Trustee U/A dated February 6, 1998 f/b/o Joseph Q. DiMartini, and as Trustee of the Joseph Q. DiMartini 2002 Irrevocable Trust dated October 14, 2002, Eric J. Schaefer, Daniel A. Schmitt, individually and as Trustee of the Daniel A. Schmitt Revocable Trust dated March 26, 1999, and as Trustee of the Daniel Schmitt 2002 Irrevocable Trust dated September 24, 2002, and Dru A. Schmitt, individually and as Trustee U/A dated October 20, 1997 f/b/o Dru A. Schmitt (“Sellers”). Capitalized terms not otherwise defined herein have the meanings set forth in Article 1.
WebMD CorporationRegistration Rights Agreement • August 14th, 2003 • Webmd Corp /New/ • Services-computer processing & data preparation • New York
WebMD Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the initial purchaser named in the purchase agreement (the “Purchaser”), upon the terms set forth in such purchase agreement dated June 20, 2003 (the “Purchase Agreement”), its 1.75% Convertible Subordinated Notes due June 15, 2023 (the “Securities”). As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Company agrees with the Purchaser for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
