EX-10.1 2 g69184ex10-1.txt AMENDMENT DATED FEBRUARY 15, 2001 1 Exhibit 10.1 Amendment dated February 15, 2001 to Healtheon/WebMD Corporation Registration Rights Agreement dated January 26, 2000 among Registrant, Eastrise Profits Limited, AHN/FIT Cable, LLC, AHN/FIT Internet, LLC, News America Incorporated and Fox Broadcasting Company 2 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 3 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 ------------------------------- Name: K. Robert Draughon Title: Executive Vice President NEWS AMERICA INCORPORATED By: /s/ Lawrence A. Jacobs ------------------------------- Name: Lawrence A. Jacobs Title: Exec. Vice President FOX BROADCASTING COMPANY By: /s/ Paul Hagerty ------------------------------- Name: Paul Hagerty Title: Exec. Vice President EASTRISE PROFITS LIMITED By: /s/ Lawrence A. Jacobs ------------------------------- Name: Lawrence A. Jacobs Title: Sr. Vice President 2 4 AHN/FIT CABLE, LLC By: /s/ Daniel Fawcett ------------------------------- Name: Daniel Fawcett Title: Executive Vice President AHN/FIT INTERNET, LLC By: /s/ Daniel Fawcett ------------------------------- Name: Daniel Fawcett Title: Executive Vice President 3