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EXHIBIT 4.2




WebMD Corporation




3 1/8% Convertible Notes due 2025




Registration Rights Agreement




August 30, 2005




CITIGROUP GLOBAL MARKETS INC.

as Initial Purchaser

388 Greenwich Street

New York, New York 10013



Ladies and Gentlemen:




               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 August 24, 2005 (the
“Purchase Agreement”), its 3 1/8% Convertible Notes
due September 1, 2025 (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:



               1. Definitions.



               (a) Capitalized terms used herein without definition shall have the meanings ascribed to them
in the Purchase Agreement. As used in this Agreement, the following defined terms shall have the
following meanings:



               “Act” or “Securities Act” means the United States Securities Act of 1933, as amended.



               “Affiliate” of any specified person means any other person which, directly or indirectly, is
in control of, is controlled by, or is under common control with such specified person. For
purposes of this definition, control of a person means the power, direct or indirect, to direct or
cause the direction of the management and policies of such person whether by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative to the foregoing.









 



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               “Commission” means the United States Securities and Exchange Commission, or any other federal
agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant
statute for the particular purpose.



               “Common Stock” means the Company’s common stock, par value $.0001 per share.



               “DTC” means The Depository Trust Company.



               “Effectiveness Period” has the meaning assigned thereto in Section 2(b)(i) hereof.



               “Effective Time” means the time at which the Commission declares any Shelf Registration
Statement effective or at which any Shelf Registration Statement otherwise becomes effective.



               “Electing Holder” has the meaning assigned thereto in Section 3(a)(iii) hereof.



               “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.



               “Holder” means any person that is the record owner of Registrable Securities (and includes any
person that has a beneficial interest in any Registrable Security in book-entry form).



               “Indenture” means the Indenture, dated as of August 30, 2005, between the Company and The Bank
of New York, and as amended and supplemented from time to time in accordance with its terms.



               “Issue Date” means the first date of original issuance of the Securities.



               “Liquidated Damages” has the meaning assigned thereto in Section 7(a) hereof.



               “Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder
Questionnaire substantially in the form of Appendix A hereto.



               The term “person” means an individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.



               “Prospectus” means the prospectus (including, without limitation, any preliminary prospectus,
any final prospectus and any prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon Rule 430A under
the Act) included in any Shelf Registration Statement, as amended or supplemented by any prospectus
supplement with respect to the terms of the offering of any portion of the Registrable Securities
covered by any Shelf Registration Statement and by









 



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all other amendments and supplements to such prospectus, including all material incorporated
by reference in such prospectus and all documents filed after the date of such prospectus by the
Company under the Exchange Act and incorporated by reference therein.




               “Registrable Securities” means all or any portion of the Securities issued from time to time
under the Indenture in registered form and the shares of Common Stock issuable upon conversion of
such Securities; provided, however, that a security ceases to be a Registrable Security when it is
no longer a Restricted Security.



               “Registration Default” has the meaning assigned thereto in Section 7(a) hereof.



               “Restricted Security” means any Security until such Security has been converted into the
Common Stock and, at all times the Common Stock and any securities into or for which such Common
Stock has been converted, and any security issued with respect thereto upon any stock dividend,
split or similar event until, in the case of any such security, the earliest of (x) the date on
which such security has been effectively registered under the Securities Act and disposed of,
whether or not in accordance with a Shelf Registration Statement, (y) the date that is two years
after the later of (1) the original issuance of the Securities and (2) the last date that the
Company or any of its Affiliates was the owner of such Securities (or any predecessor thereto), or
such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor
provisions thereunder or (z) its sale to the public pursuant to Rule 144 under the Securities Act.



               “Rules and Regulations” means the published rules and regulations of the Commission
promulgated under the Securities Act or the Exchange Act, as in effect at any relevant time.



               “Shelf Registration” means a registration effected pursuant to Section 2 hereof.



               “Shelf Registration Statement” means a “shelf” registration statement filed under the
Securities Act providing for the registration of, and the sale on a continuous or delayed basis by
the Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act
and/or any similar rule that may be adopted by the Commission, filed by the Company pursuant to the
provisions of Section 2 of this Agreement, including the Prospectus contained therein, any
amendments and supplements to such registration statement, including post-effective amendments, and
all exhibits and all material incorporated by reference in such registration statement, and any
additional “shelf” registration statements filed under the Securities Act to permit the
registration and sale of Registrable Securities pursuant to Section 3(a)(ii) hereof.



               “Suspension Period” has the meaning assigned thereto in Section 2(c) hereof.



               “Trust Indenture Act” means the Trust Indenture Act of 1939, or any successor thereto, and the
rules, regulations and forms promulgated thereunder, as the same shall be amended from time to
time.









 



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               The term “underwriter” means any underwriter, or any person deemed to be an underwriter
pursuant to the Rules and Regulations, of Registrable Securities in connection with an offering
thereof under a Shelf Registration Statement.



               (b) Wherever there is a reference in this Agreement to a percentage of the “principal amounts”
of Registrable Securities or to a percentage of Registrable Securities, Common Stock shall be
treated as representing the principal amount of Securities that would have been surrendered for
conversion or exchange as of the date of determination in order to receive such number of shares of
Common Stock.



               2. Shelf Registration.



               (a) The Company shall, no later than 120 calendar days following the Issue Date, file with the
Commission a Shelf Registration Statement relating to the offer and sale of the Registrable
Securities by the Holders from time to time in accordance with the methods of distribution elected
by such Holders and, thereafter, shall use its reasonable best efforts to cause such initial Shelf
Registration Statement to be declared effective under the Act no later than 180 calendar days
following the Issue Date; provided, however, that the Company may, upon written notice
to all Holders, postpone having the initial Shelf Registration Statement declared effective for a
reasonable period not to exceed 90 days if the Company possesses material non-public information,
the disclosure of which would have a material adverse effect on the Company and its subsidiaries
taken as a whole; provided, further, however, that no Holder shall be entitled to be named as a
selling securityholder in any Shelf Registration Statement as of the date it is declared effective
or to use the Prospectus forming a part thereof for offers and resales of Registrable Securities
unless such Holder is an Electing Holder.




     (b) The Company shall use its reasonable best efforts:




     (i) to keep any Shelf Registration Statement effective, supplemented and amended as
required by the provisions of Section 3(j) hereto, in order to permit the Prospectus forming
a part thereof to be usable by Holders until the earliest of (1) the sale of all Registrable
Securities registered under such Shelf Registration Statement; (2) the expiration of the
period referred to in Rule 144(k) of the Act with respect to all Registrable Securities held
by Persons that are not Affiliates of the Company; (3) two years from the last date of
original issuance of any Registrable Securities; and (4) the date when there are no
Registrable Securities outstanding (such period being referred to herein as the
“Effectiveness Period”); and




     (ii) after the Effective Time of the initial Shelf Registration Statement, as promptly
as practicable but in any event within ten Business Days or, if the Company is required to
file with the Commission a new Shelf Registration Statement, 30 calendar days, of the
receipt of a completed Notice and Questionnaire from any Holder of Registrable Securities
that is not then an Electing Holder, to take any action reasonably necessary to enable such
Holder to use the Prospectus forming a part thereof for resales of Registrable Securities,
including, without limitation, any action necessary to identify such









 



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Holder as a selling securityholder in a Shelf Registration Statement; provided,
however, that nothing in this subparagraph shall relieve such Holder of the obligation to
return a completed and signed Notice and Questionnaire to the Company in accordance with
Section 3(a)(ii) hereof.



               The Company shall be deemed not to have used its reasonable best efforts to keep any Shelf
Registration Statement effective during the Effectiveness Period if the Company voluntarily takes
any action that would result in Holders of Registrable Securities covered thereby not being able to
offer and sell any of such Registrable Securities during that period, unless such action is (A)
required by applicable law and the Company thereafter promptly complies with the requirements of
paragraph 3(j) below or (B) permitted pursuant to Section 2(c) below.



               (c) The Company may suspend the use of any Prospectus for a period not to exceed 45 days in
any 90-day period or an aggregate of 90 days in any 12-month period, during the period beginning on
the issue date and ending on or prior to the second anniversary of the last issue date of any
Securities (each, a “Suspension Period”) if the Board of Directors of the Company shall have
determined in good faith that because of valid business reasons (not including avoidance of the
Company’s obligations hereunder), including the acquisition or divestiture of assets, pending
corporate developments and similar events or because of filings with the Commission, it is in the
best interests of the Company to suspend such use, and prior to suspending such use the Company
provides the Holders with written notice of such suspension, which notice need not specify the
nature of the event giving rise to such suspension.



               3. Registration Procedures. In connection with the Shelf Registration Statements, the
following provisions shall apply:




               (a) (i) Not less than 30 calendar days prior to the intended Effective Time of the
initial Shelf Registration Statement, the Company shall distribute the Notice and
Questionnaire to the Holders of Registrable Securities. The Company shall take action to
name each Holder that is an Electing Holder as of the date that is five Business Days prior
to the effectiveness of the initial Shelf Registration Statement as a selling securityholder
in the initial Shelf Registration Statement at the time of its effectiveness so that such
Holder is permitted to deliver the Prospectus forming a part thereof as of such time to
purchasers of such Holder’s Registrable Securities in accordance with applicable law. The
Company shall not be required to take any action to name any Holder as a selling
securityholder in the initial Shelf Registration Statement or to enable any Holder to use
the Prospectus forming a part thereof for resales of Registrable Securities until such
Holder has returned a completed and signed Notice and Questionnaire to the Company.




               (ii) After the Effective Time of the initial Shelf Registration Statement, the Company
shall, upon the request of any Holder of Registrable Securities that is not then an Electing
Holder, promptly send a Notice and Questionnaire to such Holder. From and after the
Effective Time of the initial Shelf Registration Statement, the









 



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Company shall (A) as promptly as is practicable after the date a completed and signed
Notice and Questionnaire is delivered to the Company, and in any event within ten Business
Days or, if the Company is required to file with the Commission a new Shelf Registration, 30
calendar days, after such date, prepare and file with the Commission (x) a supplement to the
Prospectus or, if required by applicable law, a post-effective amendment to the Shelf
Registration Statement or an additional Shelf Registration Statement and (y) any other
document required by applicable law, so that the Holder delivering such Notice and
Questionnaire is named as a selling securityholder in a Shelf Registration Statement and is
permitted to deliver the Prospectus to purchasers of such Holder’s Registrable Securities in
accordance with applicable law, and (B) if the Company shall file a post-effective amendment
to the Shelf Registration Statement, or an additional Shelf Registration Statement, use its
reasonable best efforts to cause such post-effective amendment or such additional Shelf
Registration Statement to become effective under the Securities Act as promptly as is
practicable, but in any event by the date that is (i) ten Business Days after the date such
post-effective amendment or (ii) 45 calendar days after the date such additional Shelf
Registration Statement is required to be filed; provided, however, that if a Notice and
Questionnaire is delivered to the Company during a Suspension Period, the Company shall not
be obligated to take the actions set forth in this clause (ii) until the termination of such
Suspension Period. Notwithstanding the foregoing, on and after such time that a second
Shelf Registration Statement shall have been declared effective, if Holders of Registrable
Securities who are not the Electing Holders in a previous Shelf Registration Statement
deliver completed Notice and Questionnaires within 30 calendar days of the date of
effectiveness of the most recent Shelf Registration Statement, the Company shall not be
required to take any action pursuant to the immediately preceding sentence for a period of
up to an additional 30 calendar days if the aggregate amount of Registrable Securities set
forth in such Notice and Questionnaires is less than $2,000,000.




               (iii) The term “Electing Holder” shall mean any Holder of Registrable Securities that
has returned a completed and signed Notice and Questionnaire to the Company in accordance
with Section 3(a)(i) or 3(a)(ii) hereof.



               (b) The Company shall furnish to one counsel for the Purchaser, prior to the Effective Time, a
copy of each Shelf Registration Statement initially filed with the Commission, and shall furnish to
such counsel, prior to the filing thereof with the Commission, copies of each amendment thereto and
each amendment or supplement, if any, to the Prospectus included therein, and shall use its best
efforts to reflect in each such document, at the Effective Time or when so filed with the
Commission, as the case may be, such comments as the Holders and their counsel reasonably may
propose.



               (c) The Company shall promptly take such action as may be necessary so that (i) each of the
Shelf Registration Statements and any amendment thereto and the Prospectus forming a part thereof
and any amendment or supplement thereto (and each report or other document incorporated therein by
reference in each case) complies in all material respects with the









 



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Securities Act and the Exchange Act and the respective rules and regulations thereunder, (ii)
each of the Shelf Registration Statements and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading, and (iii) each
Prospectus forming a part of any Shelf Registration Statement, and any amendment or supplement to
such Prospectus, does not at any time during the Effectiveness Period include an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.




               (d) The Company shall promptly advise each Electing Holder, and shall confirm such advice in
writing if so requested by any such Electing Holder:




               (i) when the initial Shelf Registration Statement has been filed with the Commission
and when the initial Shelf Registration Statement has become effective, in each case making
a public announcement thereof by release made to Dow Jones & Company, Inc. or Bloomberg
Business News or other similarly broad public medium that is customary for such releases;




               (ii) when any Prospectus supplement, Shelf Registration Statement or post-effective
amendment to a Shelf Registration has been filed with the Commission and, with respect to a
Shelf Registration Statement or any post-effective amendment, when the same has been
declared effective by the Commission;




               (iii) of any request by the Commission for amendments or supplements to the Shelf
Registration Statement or the Prospectus included therein or for additional information;




               (iv) of the issuance by the Commission of any stop order suspending the effectiveness
of the Shelf Registration Statement or the initiation of any proceedings for such purpose;




               (v) of the receipt by the Company of any notification with respect to the suspension of
the qualification of the securities included in the Shelf Registration Statement for sale in
any jurisdiction or the initiation of any proceeding for such purpose; and




               (vi) of the happening of any event or the existence of any state of facts that requires
the making of any changes in the Shelf Registration Statement or the Prospectus included
therein so that, as of such date, such Shelf Registration Statement and Prospectus do not
contain an untrue statement of a material fact and do not omit to state a material fact
required to be stated therein or necessary to make the statements therein (in the case of
the Prospectus, in the light of the circumstances under which they were made) not misleading
(which advice shall be accompanied by an instruction to such Holders to
suspend the use of the Prospectus until the requisite changes have been made, which
notice need not specify the nature of the event giving rise to such suspension).









 



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               (e) The Company shall use its reasonable best efforts to prevent the issuance, and if issued
to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness
of any Shelf Registration Statement.



               (f) The Company shall furnish to each Electing Holder, without charge, at least one copy of
the applicable Shelf Registration Statement and all post-effective amendments thereto, including
financial statements and schedules, and, if such Electing Holder so requests in writing, all
reports, other documents and exhibits that are filed with or incorporated by reference in such
Shelf Registration Statement.



               (g) The Company shall, during the Effectiveness Period, deliver to each Electing Holder,
without charge, as many copies of each Prospectus in which the Electing Holder is listed as a
selling securityholder (including each preliminary Prospectus) included in the applicable Shelf
Registration Statement and any amendment or supplement thereto as such Electing Holder may
reasonably request; and the Company consents (except during a Suspension Period or during the
continuance of any event described in Section 3(d) (iii)-(v) above) to the use of the Prospectus
and any amendment or supplement thereto by each of the Electing Holders in connection with the
offering and sale of the Registrable Securities covered by the Prospectus and any amendment or
supplement thereto during the Effectiveness Period.



               (h) Prior to any offering of Registrable Securities pursuant to a Shelf Registration
Statement, the Company shall (i) register or qualify or cooperate with the Electing Holders and
their respective counsel in connection with the registration or qualification of such Registrable
Securities for offer and sale under the securities or “blue sky” laws of such jurisdictions within
the United States as any Electing Holder may reasonably request, (ii) keep such registrations or
qualifications in effect and comply with such laws so as to permit the continuance of offers and
sales in such jurisdictions for so long as may be necessary to enable any Electing Holder or
underwriter, if any, to complete its distribution of Registrable Securities pursuant to such Shelf
Registration Statement, and (iii) take any and all other actions necessary or advisable to enable
the disposition in such jurisdictions of such Registrable Securities; provided, however, that in no
event shall the Company be obligated to (A) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to so qualify but for this
Section 3(h) or (B) file any general consent to service of process in any jurisdiction where it is
not as of the date hereof so subject.



               (i) Unless any Registrable Securities shall be in book-entry only form, the Company shall
cooperate with the Electing Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold pursuant to any Shelf Registration
Statement, which certificates, if so required by any securities market or exchange upon which any
Registrable Securities are quoted or listed, shall be penned, lithographed or engraved, or produced
by any combination of such methods, on steel engraved borders, and
which certificates shall be free of any restrictive legends and in such permitted
denominations and registered in such names as Electing Holders may request in connection with the
sale of Registrable Securities pursuant to such Shelf Registration Statement.









 



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               (j) Upon the occurrence of any fact or event contemplated by paragraph 3(d)(vi) above, subject
to Section 2(c) hereof, the Company shall promptly, but in any event within five Business Days
following such occurrence, prepare, file (and have declared effective) a post-effective amendment
to any Shelf Registration Statement or an amendment or supplement to the related Prospectus
included therein or file any other document with the Commission so that, as thereafter delivered to
purchasers of the Registrable Securities, the Prospectus will not include an untrue statement of a
material fact or omit to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading. If the Company notifies the
Electing Holders of the occurrence of any fact or event contemplated by paragraph 3(d)(vi) above,
the Electing Holder shall suspend the use of the Prospectus until the requisite changes to the
Prospectus have been made.



               (k) Not later than the Effective Time of a Shelf Registration Statement, the Company shall
provide a CUSIP number for the Registrable Securities that are debt securities.



               (l) The Company shall use its reasonable best efforts to comply with all applicable Rules and
Regulations, and to make generally available to its securityholders as soon as practicable, but in
any event not later than eighteen months after (i) the effective date (as defined in Rule 158(c)
under the Securities Act) of a Shelf Registration Statement, (ii) the effective date of each
post-effective amendment to such Shelf Registration Statement, and (iii) the date of each filing by
the Company with the Commission of an Annual Report on Form 10-K that is incorporated by reference
in such Shelf Registration Statement, an earnings statement of the Company and its subsidiaries
complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission
thereunder (including, at the option of the Company, Rule 158).



               (m) Not later than the Effective Time of the initial Shelf Registration Statement, the Company
shall cause the Indenture to be qualified under the Trust Indenture Act; in connection with such
qualification, the Company shall cooperate with the Trustee under the Indenture and the Holders (as
defined in the Indenture) to effect such changes to the Indenture as may be required for such
Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and the
Company shall execute, and shall use all reasonable efforts to cause the Trustee to execute, all
documents that may be required to effect such changes and all other forms and documents required to
be filed with the Commission to enable such Indenture to be so qualified in a timely manner. In
the event that any such amendment or modification referred to in this Section 3(m) involves the
appointment of a new trustee under the Indenture, the Company shall appoint a new trustee
thereunder pursuant to the applicable provisions of the Indenture.



               (n) The Company shall enter into such customary agreements and take all such other necessary
actions in connection therewith (including those reasonably requested by the
holders of a majority in aggregate principal amount of the Registrable Securities being sold)
in order to expedite or facilitate disposition of such Registrable Securities; provided, that the
Company shall not be required to take any action in connection with an underwritten offering
without its consent.









 



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               (o) The Company shall (A) make reasonably available for inspection by the Electing Holders,
any underwriter participating in any disposition pursuant to any Shelf Registration Statement, and
any attorney, accountant or other agent retained by such Electing Holders or any such underwriter
all relevant financial and other records, pertinent corporate documents and properties of the
Company and its subsidiaries, and (B) cause the Company’s officers, directors and employees to
supply all information reasonably requested by such Electing Holders or any such underwriter,
attorney, accountant or agent in connection with such Shelf Registration Statement, in each case,
as is customary for similar due diligence examinations; provided, however, that such persons shall,
at the Company’s request, first agree in writing with the Company that any information that is
reasonably and in good faith designated by the Company in writing as confidential at the time of
delivery of such information shall be kept confidential by such persons and shall be used solely
for the purposes of exercising rights under this Agreement, unless such disclosure is made in
connection with a court proceeding or required by law, or such records, information or documents
become available to the public generally or through a third party without an accompanying
obligation of confidentiality; and provided further that, if the foregoing inspection and
information gathering would otherwise disrupt the Company’s conduct of its business, such
inspection and information gathering shall, to the greatest extent possible, be coordinated on
behalf of the Electing Holders and the other parties entitled thereto by one counsel designated by
and on behalf of the Electing Holders and other parties;



               (p) The Company will use its best efforts to cause the Common Stock issuable upon conversion
of the Securities to be quoted or listed on the Nasdaq National Market or other market or stock
exchange on which the Common Stock primarily trades on or prior to the Effective Time of each Shelf
Registration Statement hereunder.



               (q) The Company will cooperate and assist in any filings or by taking any other actions
required to be made or taken with or by National Association of Securities Dealers, Inc.



               (r) The Company shall use its reasonable best efforts to take all other steps necessary to
effect the registration, offering and sale of the Registrable Securities covered by each Shelf
Registration Statement contemplated hereby.



               4. Registration Expenses. Except as otherwise provided in Section 3, the Company
shall bear all fees and expenses incurred in connection with the performance of its obligations
under Sections 2 and 3 hereof and shall bear or reimburse the Electing Holders for the reasonable
fees and disbursements of a single counsel selected by a plurality of all Electing Holders who own
an aggregate of not less than 25% of the principal amount of the Registrable Securities covered by
a Shelf Registration Statement to act as counsel therefor in connection
therewith. Each Electing Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Electing Holder’s Registrable
Securities pursuant to such Shelf Registration Statement.









 



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               5. Indemnification and Contribution.



               (a) Indemnification by the Company. Upon the registration of the Registrable Securities
pursuant to Section 2 hereof, the Company shall indemnify and hold harmless each Electing Holder
and each underwriter, selling agent or other securities professional, if any, which facilitates the
disposition of Registrable Securities, and each of their respective officers and directors and each
person who controls such Electing Holder, underwriter, selling agent or other securities
professional within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act (each such person being sometimes referred to as an “Indemnified Person”) against any losses,
claims, damages, expenses or liabilities, joint or several, to which such Indemnified Person may
become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact contained in any Shelf
Registration Statement under which such Registrable Securities are to be registered under the
Securities Act, or any Prospectus contained therein or furnished by the Company to any Indemnified
Person, or any amendment or supplement thereto, or arise out of or are based upon any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading, and the Company hereby agrees to reimburse such Indemnified Person for any legal or
other expenses reasonably incurred by them in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the Company shall not be
liable to any such Indemnified Person in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such Shelf Registration Statement or Prospectus, or
amendment or supplement, in reliance upon and in conformity with written information furnished to
the Company by such Indemnified Person expressly for use therein; provided, further, however, that
the Company shall not be liable to any indemnified person in any such case to the extent that such
loss, damage, expense, liability or claim (i) arises from an offer or sale by an Electing Holder of
Registrable Securities occurring during a Suspension Period, if the indemnified party is an
Electing Holder that received from the Company a notice of commencement of any Suspension Period
prior to the making of such offer or sale or (2) the Electing Holder fails to deliver at or prior
to written confirmation of sale, the most recent Prospectus, as amended or supplemented, and such
Prospectus, as amended or supplemented, would have corrected such untrue statement or omission or
alleged untrue statement or omission of a material fact and the Company had previously provided to
such Electing Holder such most recent Prospectus, as amended or supplemented, in a timely manner
and in requisite quantities so as to timely permit such delivery by the Electing Holder.



               (b) Indemnification by the Electing Holders and any Agents and Underwriters. Each Electing
Holder agrees, as a consequence of the inclusion of any of such
Electing Holder’s Registrable Securities in such Shelf Registration Statement, and each
underwriter, selling agent or other securities professional, if any, which facilitates the
disposition of Registrable Securities shall agree, as a consequence of facilitating such
disposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold
harmless the Company,









 



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its directors, officers who sign any Shelf Registration Statement and each
person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the
Company or such other persons may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in such Shelf Registration Statement or Prospectus, or any amendment or
supplement, or arise out of or are based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written information furnished to
the Company by such Electing Holder, underwriter, selling agent or other securities professional
expressly for use therein, and (ii) reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending any such action or
claim as such expenses are incurred.




               (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against an indemnifying party under this Section 5, notify
such indemnifying party in writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to any indemnified
party otherwise than under the indemnification provisions of or contemplated by subsection (a) or
(b) above. In case any such action shall be brought against any indemnified party and it shall
notify an indemnifying party of the commencement thereof, such indemnifying party shall assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party), including
the payment of all fees and expenses. Such indemnified party shall have the right to employ its
own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless the employment of such counsel shall have been authorized in writing
by such indemnifying party in connection with the defense of such proceeding or such indemnifying
party shall not have employed counsel to have charge of the defense that is reasonably satisfactory
to the indemnified party of such proceeding within 60 days of the receipt of notice thereof or such
indemnified party shall have reasonably concluded upon written advice of counsel that there may be
defenses available to it that are different from, additional to, or in conflict with those
available to such indemnifying party (in which case such indemnifying party shall not have the
right to direct that portion of the defense of such proceeding on behalf of such indemnified party,
but such indemnifying party may employ counsel and participate in the defense thereof and the fees
and expenses of such counsel shall be at the expense of such indemnifying party), in any of which
events such reasonable fees and expenses shall be borne by such indemnifying party and paid as incurred (it being understood,
however, that such indemnifying party shall not be liable for the expenses of more than one
separate counsel in any one proceeding or series of related proceedings together with reasonably
necessary local counsel representing the indemnified parties who are parties to such proceeding).









 



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An indemnifying party shall not be liable for any settlement or compromise of any such proceeding
effected without its written consent, but if settled or compromised with the written consent of
such indemnifying party, such indemnifying party agrees to indemnify and hold harmless an
indemnified party from and against any loss or liability by reason of such settlement. An
indemnifying party shall not, without the prior written consent of any indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which such indemnified party
is or could have been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding and does not include an
admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.




               (d) Contribution. If the indemnification provided for in this Section 5 is unavailable to an
indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages,
expenses or liabilities (or actions in respect thereof) referred to therein, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages, expenses or liabilities (or actions in respect thereof) in such proportion
as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party
in connection with the statements or omissions which resulted in such losses, claims, damages,
expenses or liabilities (or actions in respect thereof), as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.
The relative benefit to such indemnifying party and indemnified party shall be determined in such
proportion as is appropriate to reflect the benefits received by the Company on the one hand and
the Holders on the other hand from the offering of the Registrable Securities. The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were
determined by pro rata allocation (even if the Electing Holders or any underwriters, selling agents
or other securities professionals or all of them were treated as one entity for such purpose) or by
any other method of allocation which does not take account of the equitable considerations referred
to in this Section 5(d). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, expenses or liabilities (or actions in respect thereof) referred to above
shall be deemed to include any legal or other fees reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
The obligations of the Electing Holders and any underwriters, selling agents or other securities
professionals in this Section 5(d) to contribute shall be several
in proportion to the percentage of principal amount of Registrable Securities registered or
underwritten, as the case may be, by them and not joint.









 



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               (e) Notwithstanding any other provision of this Section 5, in no event will any (i) Electing
Holder be required to undertake liability to any person under this Section 5 for any amounts in
excess of the dollar amount of the proceeds to be received by such Holder from the sale of such
Holder’s Registrable Securities (after deducting any fees, discounts and commissions applicable
thereto) pursuant to any Shelf Registration Statement under which such Registrable Securities are
to be registered under the Securities Act and (ii) underwriter, selling agent or other securities
professional be required to undertake liability to any person hereunder for any amounts in excess
of the discount, commission or other compensation payable to such underwriter, selling agent or
other securities professional with respect to the Registrable Securities underwritten by it and
distributed to the public.



               (f) The obligations of the Company under this Section 5 shall be in addition to any liability
which the Company may otherwise have to any Indemnified Person and the obligations of any
Indemnified Person under this Section 5 shall be in addition to any liability which such
Indemnified Person may otherwise have to the Company. The remedies provided in this Section 5 are
not exclusive and shall not limit any rights or remedies which may otherwise be available to an
indemnified party at law or in equity.



               6. Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable
Securities, that no Holder of Registrable Securities shall be entitled to sell any of such
Registrable Securities pursuant to a Shelf Registration Statement or to receive a Prospectus
relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as
required pursuant to Section 3(a)(ii) hereof (including the information required to be included in
such Notice and Questionnaire) and the information set forth in the next sentence. Each Electing
Holder agrees promptly to furnish to the Company all information required to be disclosed in order
to make the information previously furnished to the Company by such Electing Holder not misleading
and any other information regarding such Electing Holder and the distribution of such Registrable
Securities as the Company may from time to time reasonably request. Any sale of any Registrable
Securities by any Electing Holder shall constitute a representation and warranty by such Electing
Holder that the information relating to such Electing Holder and its plan of distribution is as set
forth in the Prospectus delivered by such Electing Holder in connection with such disposition, that
such Prospectus does not as of the time of such sale contain any untrue statement of a material
fact relating to or provided by such Electing Holder or its plan of distribution and that such
Prospectus does not as of the time of such sale omit to state any material fact relating to or
provided by such Electing Holder or its plan of distribution necessary in order to make the
statements in such Prospectus, in the light of the circumstances under which they were made, not
misleading.



               7. Liquidated Damages.



               (a) Notwithstanding any postponement of the effectiveness pursuant to Section 2(a) hereof, if
(i) on or prior to the 120th day following the Issue Date, a Shelf Registration Statement has not
been filed with the Commission, (ii) on or prior to the 180th day following the Issue Date, such
initial Shelf Registration Statement is not declared effective by the









 



15


Commission or (iii) if, after the effectiveness date of any Shelf Registration Statement, (x) such Shelf Registration Statement
ceases to be effective or usable for the offer and sale of Registrable Securities (other than due
to a Suspension Period), and the Company fails to file (and have declared effective), within five
Business Days, a post-effective amendment to such Shelf Registration Statement or amendment or
supplement to the Prospectus contained therein or such other document with the Commission to make
such Shelf Registration Statement effective or such Prospectus usable, or (y) the Suspension
Periods exceed 45 days, whether or not consecutive, in any 90-day period, or more than 90 days,
whether or not consecutive, during any 12-month period during the Effectiveness Period (each, a
“Registration Default”), the Company shall be required to pay liquidated damages (“Liquidated
Damages”) on the Securities, from and including the day following such Registration Default to but
excluding the day on which such Registration Default is cured, at a rate per annum equal to an
additional one-quarter of one percent (0.25%) of the principal amount of the Securities to and
including the 90th day following such Registration Default, and one-half of one percent (0.5%)
thereof from and after the 91st day following such Registration Default. The Company shall not be
required to pay Liquidated Damages in respect of shares of Common Stock issued upon conversion of
the Securities.




               (b) A Holder will not be entitled to Liquidated Damages until such time as it has provided to
the Company a completed Notice and Questionnaire.



               (c) Any amounts to be paid as Liquidated Damages pursuant to paragraph (a) of this Section 7
shall be paid in cash semiannually in arrears, with the first semiannual payment due on the first
interest payment date for the Securities following the date on which such Liquidated Damages begin
to accrue, to the persons in whose name the Securities are registered at the close of business on
February 15 or August 15, whether or not a Business Day, immediately preceding the relevant
interest payment date.



               (d) Except as provided in Section 8(a) hereof, the Liquidated Damages as set forth in this
Section 7 shall be the exclusive monetary remedy available to the Holders of Registrable Securities
for such Registration Default. In no event shall the Company be required to pay Liquidated Damages
in excess of the applicable maximum amount of one-half of one percent (0.5%) set forth above,
regardless of whether one or multiple Registration Defaults exist.



               8. Miscellaneous.



               (a) Specific Performance. The parties hereto acknowledge that there would be no adequate
remedy at law if the Company fails to perform any of its obligations hereunder and that the
Purchaser and the Holders from time to time may be irreparably harmed by any such failure, and
accordingly agree that the Purchaser and such Holders, in addition to any other remedy to which
they may be entitled at law or in equity and without limiting the remedies
available to the Electing Holders under Section 7 hereof, shall be entitled to compel specific
performance of the obligations of the Company under this Registration Rights Agreement in
accordance with the terms and conditions of this Registration Rights Agreement, in any court of the
United States or any State thereof having jurisdiction.









 



16


               (b) Amendments and Waivers. This Agreement, including this Section 8(b), may be amended, and
waivers or consents to departures from the provisions hereof may be given, only by a written
instrument duly executed by the Company and the Holders of a majority in aggregate principal amount
of Registrable Securities then outstanding. Each Holder of Registrable Securities outstanding at
the time of any such amendment, waiver or consent or thereafter shall be bound by any amendment,
waiver or consent effected pursuant to this Section 8(b), whether or not any notice, writing or
marking indicating such amendment, waiver or consent appears on the Registrable Securities or is
delivered to such Holder.



               (c) Notices. All notices and other communications provided for or permitted hereunder shall
be given as provided in the Indenture.



               (d) Parties in Interest. The parties to this Agreement intend that all Holders of Registrable
Securities shall be entitled to receive the benefits of this Agreement and that any Electing Holder
shall be bound by the terms and provisions of this Agreement by reason of such election with
respect to the Registrable Securities which are included in a Shelf Registration Statement. All
the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and
shall be enforceable by the respective successors and assigns of the parties hereto and any Holder
from time to time of the Registrable Securities to the aforesaid extent. In the event that any
transferee of any Holder of Registrable Securities shall acquire Registrable Securities, in any
manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall,
without any further writing or action of any kind, be entitled to receive the benefits of and, if
an Electing Holder, be conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement to the aforesaid extent.



               (e) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



               (f) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



               (g) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.



               (h) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstances, is held invalid, illegal or unenforceable in any
respect for any reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties hereto shall
be enforceable to the fullest extent permitted by law.



               (i) Survival. The respective indemnities, agreements, representations, warranties and other
provisions set forth in this Agreement or made pursuant hereto shall remain









 



17


in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on
behalf of any Electing Holder, any director, officer or partner of such Holder, any agent or
underwriter, any director, officer or partner of such agent or underwriter, or any controlling
person of any of the foregoing, and shall survive the transfer and registration of the Registrable
Securities of such Holder.




               9. Submission to Jurisdiction; Appointment of Agent for Service.



               The Company agrees that any suit, action or proceeding against the Company arising out of or
based upon this Agreement or the transactions contemplated hereby may be instituted in any State or
Federal court in The City of New York, New York, and waives any objection which it may now or
hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the
non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly
accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or
proceeding. The Company agrees that a final judgment in any such proceeding brought in any such
court shall be conclusive and binding thereupon and may be enforced in any other court in the
jurisdiction to which the Company is or may be subject by suit upon such judgment.



               Please confirm that the foregoing correctly sets forth the agreement between the Company and
you.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	WebMD Corporation
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Tim Sayre
	 

	 	 	 	 
	 

	 	 	 	Name: Tim Sayre
	 

	 	 	 	Title: Vice President and Treasurer






Accepted as of the date hereof:




	 	 	 	 	 	 	 
	 	 	Citigroup Global Markets Inc.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Richard C. Jacobsen, Jr.	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Richard C. Jacobsen, Jr.	 	 
	 

	 	 	 	Title: Managing Director	 	 







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