Registration Rights Agreement [Amendment] - WebMD Corp., Eastrise Profits Ltd., AHN/FIT Cable LLC, AHN/FIT Internet LLC, News America Inc. and Fox Broadcasting Co.
AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT (the "AMENDMENT"), dated as of February 15, 2001, is
made and entered into by and among WebMD Corporation, a Delaware corporation
formerly known as Healtheon/WebMD Corporation, Fox Broadcasting Company, a
Delaware corporation, News America Incorporated, a Delaware corporation,
Eastrise Profits Limited, an international business company incorporated under
the laws of the British Virgin Islands, AHN/FIT Cable LLC, a Delaware limited
liability company, and AHN/FIT Internet LLC, a Delaware limited liability
company.
WHEREAS, the parties hereto are all of the parties to that certain
Healtheon/WebMD Corporation Registration Rights Agreement, dated as of January
26, 2000 (the "REGISTRATION RIGHTS AGREEMENT"); and
WHEREAS, the parties hereto desire to amend the Registration Rights
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
1. Capitalized terms used in this Amendment shall have the
meanings ascribed to them in the Registration Rights Agreement except as
otherwise set forth herein.
2. Effective as of the date hereof, the Registration Rights
Agreement is hereby amended by deleting the definition of "Registrable
Securities" set forth in Section 1 thereof and substituting the following in
lieu thereof:
" "Registrable Securities" means shares of Common Stock
issued pursuant to the Purchase Agreement and shares of
Common Stock issued upon exercise of the Warrant to Purchase
Shares of Common Stock of WebMD Corporation issued as of
February 15, 2001 by the Company to Eastrise Profits Limited,
an international business company incorporated under the laws
of the British Virgin Islands, excluding in all cases,
however (including exclusion from the calculation of the
number of outstanding Registrable Securities), any
Registrable Securities sold by a person in a transaction (i)
pursuant to a registration statement under Section 2, 3 or 4
hereof or (ii) pursuant to Rule 144 (or any successor
provision) of the Securities Act."
3. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to its
principles of conflicts of laws.
4. Except as set forth herein, the Registration Rights Agreement
shall remain in full force and effect.
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IN WITNESS WHEREOF, each of the parties hereto have caused this
Amendment to the Registration Rights Agreement to be signed on its behalf by its
duly authorized officers, all as of the day and year first above written.
WEBMD CORPORATION
By: /s/ K. Robert Draughon
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Name: K. Robert Draughon
Title: Executive Vice President
NEWS AMERICA INCORPORATED
By: /s/ Lawrence A. Jacobs
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Name: Lawrence A. Jacobs
Title: Exec. Vice President
FOX BROADCASTING COMPANY
By: /s/ Paul Hagerty
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Name: Paul Hagerty
Title: Exec. Vice President
EASTRISE PROFITS LIMITED
By: /s/ Lawrence A. Jacobs
-------------------------------
Name: Lawrence A. Jacobs
Title: Sr. Vice President
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AHN/FIT CABLE, LLC
By: /s/ Daniel Fawcett
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Name: Daniel Fawcett
Title: Executive Vice President
AHN/FIT INTERNET, LLC
By: /s/ Daniel Fawcett
-------------------------------
Name: Daniel Fawcett
Title: Executive Vice President
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