EXHIBIT 10.61
THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
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THIS THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the "Amendment"),
dated as of January 27, 1999, is made and entered into by and between WebMD,
Inc., a Georgia corporation f/k/a Endeavor Technologies, Inc. (the "Company"),
and the persons and entities indicated on Exhibit A hereto (the "Investors").
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WHEREAS, the Company has entered into a Registration Rights Agreement dated
as of January 13, 1999 (as amended through the date hereof, the "Registration
Rights Agreement"), pursuant to which certain Purchasers (as defined therein) of
the Company's Series B Preferred Stock received registration rights with respect
to certain securities of the Company owned by the Purchasers;
WHEREAS, certain of the Investors (the "Series C Investors") have purchased
from the Company the number of shares of its Series C Preferred Stock specified
opposite such Investor's name on Exhibit A (the "Series C Shares");
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WHEREAS, each of the Series C Investors desires to become a party to the
Registration Rights Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Pursuant to Section 11(h) thereof, the Registration Rights Agreement is
hereby amended to include each Series C Investor as a Purchaser.
2. Exhibit A to the Registration Rights Agreement is hereby amended and
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restated in the form attached as Exhibit A hereto.
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3. All other provisions of the Registration Rights Agreement shall remain
in full force and effect.
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IN WITNESS WHEREOF, the parties have executed and delivered this Third
Amendment to Registration Rights Agreement as of the day and year first above
written.
THE COMPANY:
WebMD, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
INVESTOR:
▇▇▇▇▇ Healthcare Corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Chief Corporate Officer,
Office of the President
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇▇▇▇▇▇▇
/s/ H. ▇▇▇▇▇▇ ▇▇▇▇▇
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H. ▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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EXHIBIT A
Number of Shares of
Investor Series B Preferred Stock
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KEP VI, LLC 100,000
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. 50,000
Hall Family Investments, L.P. 50,000
Croft & ▇▇▇▇▇▇ LLC (1) 10,000
Number of Shares of
Investor Series C Preferred Stock
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 75,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 32,500
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 10,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 6,250
▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. 10,000
▇▇▇▇ ▇▇▇▇▇▇▇ 5,000
H. ▇▇▇▇▇▇ ▇▇▇▇▇ 10,000
▇▇▇▇▇ ▇. ▇▇▇▇ 5,000
▇▇▇ ▇▇▇▇▇▇▇▇ 5,000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 10,000
▇▇▇ ▇▇▇▇▇▇ 5,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 5,000
▇▇▇▇▇ Healthcare Corporation 150,000
(1) Pursuant to First Amendment to Registration Rights Agreement dated January
22, 1999.
