0001193125-13-204584 Sample Contracts

AMENDMENT NUMBER ONE TO DIRECTOR APPOINTMENT AGREEMENT
Director Appointment Agreement • May 7th, 2013 • WebMD Health Corp. • Services-business services, nec

AMENDMENT NUMBER ONE (this “Amendment”), dated as of May 7, 2013, to that certain Director Appointment Agreement, dated as of June 8, 2012 (the “Agreement”), by and among the persons and entities listed on Schedule A thereto (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and WebMD Health Corp., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

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AMENDMENT TO DIRECTOR APPOINTMENT AGREEMENT
Director Appointment Agreement • May 7th, 2013 • WebMD Health Corp. • Services-business services, nec

AMENDMENT (this “Amendment”), dated as of May 7, 2013, to that certain Director Appointment Agreement, dated as of October 17, 2012 (the “Agreement”), by and among Kensico Capital Management Corp. and the investment funds it advises (collectively, “Kenisco Capital Management”) and WebMD Health Corp., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

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