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Exhibit 10.43
MEDSCAPE, INC.
000 XXXX 00XX XXXXXX
XXX XXXX, XXX XXXX 00000-0000
September 3, 1999
CBS Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
America Online, Inc.
00000 XXX Xxx
Xxxxxx, XX 00000
Ladies and Gentlemen:
We refer to the following:
i. the Amended and Restated Stockholders' Agreement (the "Stockholders'
Agreement"), dated as of August 4, 1999 (as amended), among Medscape,
Inc., a Delaware corporation (the "Company"), and the Stockholders (as
defined in the Stockholders' Agreement);
ii. the Amendment (the "Amendment"), dated as of August 25, 1999, to the
Stockholders' Agreement;
iii. the Stockholders' Agreement (the "CBS Stockholders' Agreement"), dated
as of August 3, 1999, between the Company and CBS Corporation, a
Pennsylvania corporation ("CBS"); and
iv. the Registration Rights agreement (the "CBS Registration Rights
Agreement"), dated as of August 3, 1999, between the Company and CBS.
The undersigned hereby agree and accept the following, as applicable:
1. CBS Waiver of Section 3 Rights: CBS hereby acknowledges its receipt of
this notice and waiver, and hereby waives irrevocably all of its rights
under Section 2, Participation Rights, of the CBS Stockholders'
Agreement with respect to the issuance by the Company to America Online,
Inc., a Delaware corporation ("AOL"), of Warrants to Purchase 2,704,316
shares of Class A Common Stock (subject to adjustment in certain events)
and all shares of Class A Common Stock to be issued upon exercise
thereof.
2. AOL Waiver of Section 4 Rights: AOL hereby waives irrevocably all of its
rights under Section 4, Amendment to Section 6 - Transfer of Securities;
Registration Rights, of the Amendment and the Company releases AOL from
any obligations under the Agreement.
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3. Joinder of AOL to the CBS Registration Rights Agreement: The Company,
AOL and CBS hereby agree that AOL shall be joined, effective as of the
date hereof, as a party to the CBS Registration Rights Agreement.
4. Amendment to the CBS Registration Rights Agreement: The Company, AOL and
CBS hereby agree that the CBS Registration Rights Agreement shall be
amended as follows:
a. Section 1.1 shall be amended by the addition of the following:
"(h) the term "Warrant Shares" means the 2,704,316 shares
of Common Stock, as such may be adjusted, underlying Warrants
issued by the Company to America Online, Inc., or, to the extent
a Warrant has not vested in full, such lesser amount of shares as
shall underly the vested portion of the Warrants."
b. Section 1.1(e) of the CBS Registration Rights Agreement shall be
deleted in its entirety and replaced by the following:
"(e) The term "Registrable Securities" means the Common
Stock sold and issued to the Investor and the Warrant Shares."
5. This letter agreement may be signed in multiple counterparts, each of
which shall be deemed an original and all of which shall constitute one
document.
Very truly yours,
MEDSCAPE, INC.
By: /s/ Xxxx X. Xxxxxx
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Name:
Title:
AGREED AND ACCEPTED
CBS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name:
Title:
AMERICA ONLINE, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name:
Title:
