{"id":43437,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/investment-agreement-webmd-inc-and-microsoft-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"investment-agreement-webmd-inc-and-microsoft-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/investment-agreement-webmd-inc-and-microsoft-corp.html","title":{"rendered":"Investment Agreement &#8211; WebMD Inc. and Microsoft Corp."},"content":{"rendered":"<pre>\n\n                              INVESTMENT AGREEMENT\n\n\n         THIS INVESTMENT AGREEMENT (this \"Agreement\") is made and entered into\nas of the 12th day of May, 1999, between WebMD, Inc., a Georgia corporation (the\n\"Company\"), Microsoft Corporation, a Washington corporation (the \"Microsoft\"),\nand each of the other persons listed on Schedule I hereto (the \"Purchasers\" and\ncollectively with Microsoft, the \"Investors\").\n\n         1.       AUTHORIZATION; SALE AND ISSUANCE OF SECURITIES.\n\n         1.1      Authorization. The Company has authorized the sale and\nissuance of up to 792,000 shares of its Series E Preferred Stock, no par value\nper share (the \"Series E Preferred Stock\"), and the issuance of up to 1,180,000\nshares of its Series F Preferred Stock, no par value per share (the \"Series F\nPreferred Stock\"), each having the rights, restrictions, privileges and\npreferences as set forth in the Company's Amendment to the Amended and Restated\nArticles of Incorporation, as amended, in substantially the form set forth in\nExhibit 1.1 attached hereto.\n\n         1.2      Sale of Shares. Subject to the terms and conditions hereof,\nthe Company shall issue and sell to the Investors, and the Investors shall\npurchase from the Company, up to 738,416 shares (collectively, the \"Purchased\nShares\") of Series E Preferred Stock, in accordance with the following:\n\n                  1.2.1    At the Initial Microsoft Closing (as defined below),\nMicrosoft shall purchase 184,604 shares of Series E Preferred Stock for an\naggregate purchase price of $99,999,986.80 (the \"Initial Microsoft Purchase\");\nand\n\n                  1.2.2    On the Investor Closing Date (as defined below), each\nPurchaser shall purchase (the \"Purchaser Investment\") the number of shares of\nSeries E Preferred Stock set forth opposite its name on Schedule I hereto at a\npurchase price of $541.70 per share. Anything herein to the contrary\nnotwithstanding, on or prior to May 17, 1999, the Company may designate one or\nmore persons to become additional Purchasers to purchase shares of Series E\nPreferred Stock, provided that the Purchasers shall not purchase in the\naggregate more than 276,906 shares of Series E Preferred Stock. The Company\nshall advise Microsoft from time to time regarding the status of persons who may\nbecome Purchasers hereunder. Each of the Additional Purchasers and the amount of\nshares to be purchased by each additional Purchaser shall be approved by\nMicrosoft, which approval will not be unreasonably withheld. Any such additional\nPurchaser will become a Purchaser by executing and delivering to the Company a\ncounterpart of this Agreement, whereupon the Company shall amend Schedule I\nattached hereto to give effect to any such Purchaser's agreement to purchase\nSeries E Preferred Stock.\n\n                  1.2.3    Following the Initial Microsoft Closing and at any\ntime prior to: (i) the date on which any person (the \"Acquirer\") enters into a\nbinding definitive agreement with the Company which sets forth a \"Change of\nControl Transaction\" (as defined below) and (ii) \n\n&gt;PAGE&gt;   2\n\nNovember 10, 1999 (the earlier of such times being the \"Expiration Time\"),\nMicrosoft shall have the right to purchase (the \"Additional Microsoft Purchase\")\nup to 276,906 additional shares of Series E Preferred Stock at a purchase price\nof $541.70 per share. The Company shall notify Microsoft at least 24 hours prior\nto the execution of such definitive agreement, which notice shall describe the\nmaterial terms of such Change of Control Transaction. Microsoft shall notify the\nCompany of its intention to exercise its right to effectuate the Additional\nMicrosoft Purchase by written notice (the \"Notice of Purchase\") delivered on or\nprior to the Expiration Time, which notice shall specify the number of shares of\nSeries E Preferred Stock to be purchased and the aggregate exercise price\ntherefor and which may be conditioned on the execution of the definitive\nagreement with respect to such Change of Control Transaction. For purposes of\nthe foregoing, a \"Change of Control Transaction\" shall mean any transaction or\nseries of related transactions which result in (i) the acquisition of the\nCompany by another entity by means of any transaction or series of related\ntransactions (including, without limitation, any reorganization, merger or\nconsolidation) that results in the Company's shareholders immediately prior to\nsuch transaction not holding (by virtue of such shares or securities issued\nsolely with respect thereto) at least 60% of the voting power of the surviving\nor continuing entity, or (ii) a sale, conveyance or disposition of all or\nsubstantially all of the assets of the Company unless the Company's shareholders\nimmediately prior to such transaction will, as a result of such sale, conveyance\nor disposition hold (by virtue of securities issued as consideration for such\nsale, conveyance or disposition) at least 60% of the voting power of the\npurchasing entity, or (iii) the effectuation by the Company or its shareholders\nof a transaction or series of related transactions that results in the Company's\nshareholders immediately prior to such transaction not holding (by virtue of\nsuch shares or securities issued solely with respect thereto) at least 60% of\nthe voting power of the Company.\n\n         2.       CLOSINGS; DELIVERIES; ADDITIONAL SHARES.\n\n         2.1      Closings.\n\n                  2.1.1.   The closing of the Initial Microsoft Purchase (the\n\"Initial Microsoft Closing\") shall be held at 10:00 a.m. Seattle Time on May 13,\n1999 (the date of such Initial Microsoft Closing being referred to as the\n\"Initial Microsoft Closing Date\"). The Initial Microsoft Closing shall take\nplace by exchanging facsimile signatures of the documents to be executed at the\nInitial Microsoft Closing. Each party covenants to deliver to the other party\nexecuted originals of documents executed by it or its agents by overnight\ncourier the next business day.\n\n                  2.1.2    The closing of the Purchaser Investment (the\n\"Investor Closing\") shall be held at such time and place as shall be designated\nby the Company, which in no event shall be later than May 21, 1999 (the date of\nsuch Investor Closing being referred to as the \"Investor Closing Date\"). The\nInvestor Closing shall take place by exchanging facsimile signatures of the\ndocuments to be executed at the Investor Closing. Each party covenants to\ndeliver to the other party executed originals of documents executed by it or its\nagents by overnight courier the next business day.\n\n\n\n                                       2\n&gt;PAGE&gt;   3\n\n                  2.1.3    The closing of the Additional Microsoft Purchase (the\n\"Second Microsoft Closing;\" the Initial Microsoft Closing, the Investor Closing\nand the Second Microsoft Closing and are sometimes collectively referred to\nherein as the \"Closings\"), if any, shall be held at such time and place as shall\nbe designated by Microsoft in the Notice of Purchase, which in no event shall be\nlater than November 30, 1999, or, if a Change of Control Transaction has been\npublicly announced prior to November 10, 1999 as provided in Section 1.2.3\nhereof, the day immediately prior to the consummation of the Change of Control\nTransaction (the date of such Second Microsoft Closing being referred to as the\n\"Second Microsoft Closing Date\"). The Second Microsoft Closing shall take place\nby exchanging facsimile signatures of the documents to be executed at the Second\nMicrosoft Closing. Each party covenants to deliver to the other party executed\noriginals of documents executed by it or its agents by overnight courier the\nnext business day.\n\n         2.2      Deliveries at Initial Microsoft Closing. At the Initial\nMicrosoft Closing, the Company shall deliver to Microsoft a certificate, issued\nin Microsoft's name, representing 184,604 Purchased Shares, and Microsoft shall\ndeliver the purchase price to the Company by wire transfer in the amount of\n$99,999,986.80. In addition, the Company shall deliver to Microsoft such other\ninstruments and documents as are described in Article 5 hereof, and Microsoft\nshall deliver to the Company such other instruments and documents as are\ndescribed in Article 6 hereof.\n\n         2.3      Deliveries at Investor Closing. At the Investor Closing, the\nCompany shall deliver to each Purchaser a certificate, issued in such\nPurchaser's name, representing that number of shares to be purchased as stated\non Schedule I attached hereto, and such Purchaser shall deliver the purchase\nprice to the Company by wire transfer.\n\n         2.4      Deliveries at Second Microsoft Closing. At the Second\nMicrosoft Closing, the Company shall deliver to Microsoft a certificate, issued\nin Microsoft's name, representing that number of shares to be purchased as\nstated in the Notice of Purchase, and Microsoft shall deliver the purchase price\nto the Company by wire transfer.\n\n         3        REPRESENTATIONS AND WARRANTIES OF THE COMPANY.\n\n         The Company hereby represents and warrants to each Investor as of the\ndate hereof and as of the Initial Microsoft Closing and the Investor Closing\nthat, except as set forth on the attached Disclosure Exhibits, (which Disclosure\nExhibits may be updated by the Company with the written consent of Microsoft not\nless than 48 hours prior to the Investor Closing, provided that the Company may\namend Section 3.4 without the consent of Microsoft to reflect such changes in\ncapitalization as are contemplated by this Agreement):\n\n         3.1      Organization and Standing; Charter and Bylaws. The Company is\na corporation duly organized and validly existing under the laws of the State of\nGeorgia and is in good standing under such laws, and each of the Company's\nsubsidiaries is duly organized, validly existing and in good standing under the\nlaws of its jurisdiction of organization. Each of the Company and its\nsubsidiaries has all requisite power and authority and possesses all franchises,\nlicenses, permits, authorizations and approvals from governmental authorities\nnecessary to \n\n\n\n                                       3\n&gt;PAGE&gt;   4\n\nenable it to use its corporate name and to own, lease or otherwise hold its\nproperties and assets and to carry on its business as presently conducted and\nproposed to be conducted. Each of the Company and its subsidiaries is duly\nqualified to do business as a foreign corporation in each jurisdiction in which\nthe nature of its business or the ownership, leasing or holding of its\nproperties or assets requires qualification and where failure to do so would\nhave a material adverse effect on the business, assets, condition (financial or\notherwise) or results of operations of the Company and its subsidiaries, taken\nas a whole (a \"Material Adverse Effect\"). The Company has previously delivered\nto the Investors true and accurate copies of its Amended and Restated Articles\nof Incorporation, as amended (the \"Articles\"), and its Amended and Restated\nBylaws, as presently in effect. The share certificate and transfer books and the\nminute books of the Company (which have been made available for inspection by\nthe Investors and their representatives) are true and complete.\n\n         3.2      Corporate Power. The Company has all requisite legal and\ncorporate power and authority to enter into this Agreement and the Registration\nRights Agreements, to sell the Purchased Shares and to carry out and perform its\nother obligations under the terms of this Agreement and the Registration Rights\nAgreements.\n\n         3.3      Subsidiaries and Affiliates. Except as set forth in Disclosure\nExhibit 3.3 attached hereto, the Company does not own or control, directly or\nindirectly, any interest or investment in any corporation, partnership,\nassociation or other form of business entity. The Company beneficially owns all\nthe capital stock or other equity interests in each of the entities listed on\nDisclosure Exhibit 3.3.\n\n         3.4      Capitalization. On the Initial Microsoft Closing Date without\ngiving effect to any shares of the capital stock of the Company owned in\nconnection with the exercise of any options or warrants of the Company after\nApril 10, 1999, the authorized capital stock of the Company shall consist of\n107,000,000 shares of capital stock, of which: (a) 75,000,000 shares are\ndesignated as Common Stock, voting and without par value per share, of which\n2,500,000 are issued and outstanding; (b) 3,000,000 have been designated as\nCommon Stock Series B, nonvoting and without par value per share, of which\n1,400,000 are issued and outstanding; (c) 1,500,000 shares have been designated\nas Common Stock Series C, nonvoting and without par value per share, of which\n1,500,000 are issued and outstanding; (d) 15,000,000 shares have been designated\nas Common Stock Series D, nonvoting and without par value per share, of which\n5,096,805 are issued and outstanding; (e) 2,500,000 shares have been designated\nas Common Stock Series E, nonvoting and without par value per share, of which\n2,100,000 are issued and outstanding; and (f) 10,000,000 shares of preferred\nstock, of which (i) 1,600,000 shares have been designated as Series A Preferred\nStock, without par value per share, and of which 831,000 shares are issued and\noutstanding, (ii) 3,400,000 shares have been designated as Series B Preferred\nStock, of which 2,976,807 shares are issued and outstanding, (iii) 2,000,000\nshares have been designated as Series C Preferred Stock, of which 1,008,750\nshares are issued and outstanding, (iv) 200,000 shares have been designated as\nSeries D Preferred Stock, all of which is issued and outstanding, (v) 792,000\nshares have been designated as Series E Preferred Stock, none of which is issued\nand outstanding, and (vi) 1,180,000 shares have been designated as Series F\nPreferred Stock, of which 698,349 are issued and outstanding. The Company\ndeclared on April 9, 1999 a stock dividend in the \n\n\n\n                                       4\n&gt;PAGE&gt;   5\n\namount of .03846 shares of Series F Preferred Stock for each share of Common\nStock (on a fully diluted as converted basis) of the Company outstanding on the\ndate hereof (the \"Series F Dividend\"). All such issued and outstanding shares\nhave been duly authorized and validly issued, are fully paid and nonassessable,\nand are owned beneficially and of record by the shareholders and in the amounts\nset forth in Disclosure Exhibit 3.4 attached hereto. Except as shown in\nDisclosure Exhibit 3.4 and as contemplated by this Agreement, there are no\noutstanding rights, options, warrants, conversion rights or agreements for the\npurchase or acquisition from the Company of any shares of its capital stock.\n\n         3.5      Authorization. All corporate action on the part of the Company\nand its directors, officers and shareholders and holders of contractual or other\nrights necessary for (i) the authorization, execution, delivery and performance\nof all its obligations under this Agreement and any document contemplated\nhereby, (ii) the establishment of the preferences, limitations and rights of the\nSeries E Preferred Stock and the Series F Preferred Stock and the authorization,\nissuance and delivery by the Company of the Purchased Shares, (iii) the\nauthorization and declaration of the Series F Dividend, and (iv) the\nauthorization and reservation of the shares of the Common Stock issuable upon\nconversion of all such Series E Preferred Stock pursuant to the terms of the\nCompany's Articles (the \"Conversion Shares\"), has been (or will be) taken prior\nto the Initial Microsoft Closing. This Agreement and the Registration Rights\nAgreements constitute (or will constitute upon execution and delivery) the\nlegal, valid and binding obligations of the Company and are enforceable against\nit in accordance with their terms, except as enforceability may be limited by\nbankruptcy, insolvency or other laws affecting the enforcement of creditors'\nrights generally, and except that the availability of the remedy of specific\nperformance or other equitable relief is subject to the discretion of the court\nbefore which any proceeding therefor may be brought.\n\n         3.6      Validity of Stock. The Purchased Shares will be duly\nauthorized, validly issued, fully paid and nonassessable, will be free of any\nliens or encumbrances, and will not be subject to any preemptive rights, rights\nof first refusal or redemption rights, other than as expressly provided in\nSection 3.15 hereof, in the Articles or as will have been waived. The Conversion\nShares have been duly and validly reserved, and neither they nor the issuance\nthereof are subject to any preemptive rights or rights of first refusal or\nredemption rights, and, upon issuance, they will be validly issued, fully paid\nand nonassessable. The Series F Preferred Stock has been duly and validly\nreserved and will be fully paid and nonassessable upon payment of the Series F\nDividend.\n\n         3.7      Financial Statements. The Company has furnished the Investors\nwith audited consolidated balance sheets of the Company and its subsidiaries as\nof December 31, 1996, 1997 and 1998 together with audited consolidated\nstatements of income and cash flows for the three-year period ended December 31,\n1998 (collectively referred to hereafter as the \"Financial Statements\"). The\nFinancial Statements have been prepared in accordance with generally accepted\naccounting principles (\"GAAP\") consistently applied and fairly present the\nfinancial position of the Company and the results of its operations as of the\ndates and for the periods indicated.\n\n\n\n                                       5\n&gt;PAGE&gt;   6\n\n         3.8      Changes. Except as disclosed in Disclosure Exhibit 3.8\nattached hereto and as disclosed in the Financial Statements, and other than\nchanges or events which have affected the Internet portal (e.g., Yahoo and\nExcite) or vertical content aggregator sector (e.g., CNET and Sportsline USA) in\ngeneral, since December 31, 1998, there has not been:\n\n                  3.8.1    any change in the assets, liabilities, financial\ncondition, or operations of the Company considered in the aggregate from that\nreflected in the Financial Statements, other than in the ordinary course of\nbusiness consistent with past custom and practice (including with respect to\nquantity and frequency);\n\n                  3.8.2    any materially adverse change (individually or in the\naggregate) in the contingent obligations of the Company or any of its\nsubsidiaries by way of guaranty, endorsement, indemnity, warranty, or otherwise;\n\n                  3.8.3    any damage, destruction or loss that had a Material\nAdverse Effect on the Company or any of its subsidiaries, whether or not covered\nby insurance;\n\n                  3.8.4    any loans made by the Company or any of its\nsubsidiaries to its employees, officers, or directors or members of their\nimmediate families other than travel and other commercially reasonable advances\nmade in the ordinary course of business;\n\n                  3.8.5    any declaration or payment of any dividend or other\ndistribution of the assets of the Company, other than the Series F Dividend;\n\n                  3.8.6    any other event or condition of any character that\nhas had or could reasonably be expected to have a Material Adverse Effect on the\nCompany or any of its subsidiaries; or\n\n                  3.8.7    any agreement or commitment by the Company or any of\nits subsidiaries to do any of the things described in this Section 3.8.\n\n         3.9      Material Liabilities. Except (a) as disclosed in Disclosure\nExhibit 3.9 attached hereto or as reflected in the Financial Statements, (b) for\nthe obligations and liabilities incurred in the ordinary course of business\nsince December 31, 1998, and (c) for obligations under contracts made in the\nordinary course of business that would not be required by GAAP to be reflected\nin the Financial Statements or obligations under contracts listed on Disclosure\nExhibit 3.10 attached hereto, neither the Company nor any subsidiary thereof has\nany material liabilities or obligations, absolute or contingent.\n\n         3.10     Contracts and Commitments. Other than this Agreement, the\nRegistration Rights Agreements, the Cross Promotion Agreement (as defined below)\nand the Master Agreement dated as of the date hereof (the \"Master Agreement\")\nbetween Microsoft and the Company, the agreements contemplated thereby, and as\nset forth in Disclosure Exhibit 3.10 attached hereto, neither the Company nor\nany subsidiary thereof has any contracts, agreements or instruments to which it\nis a party and that involve either (a) a commitment by, or revenue to, the\nCompany in excess of $25,000 annually, or (b) provisions restricting or\naffecting the development, manufacture or distribution of the Company's products\nor services. Except as \n\n\n\n                                       6\n&gt;PAGE&gt;   7\n\nset forth in Disclosure Exhibit 3.10, all contracts, agreements or instruments\nto which each of the Company or its subsidiaries is a party are valid and\nbinding upon the Company or a subsidiary thereof, as applicable, and the other\nparties thereto and are in full force and effect and enforceable in accordance\nwith their terms, subject to bankruptcy, insolvency, reorganization, moratorium\nand similar laws of general application relating to or affecting creditors'\nrights and to general equitable principles, and neither the Company, its\nsubsidiaries nor, to the Knowledge of the Company (as defined in Section 8.8\nhereof), any other party to any such contract, agreement or instrument has\nbreached any provision of, or is in default under, the terms thereof, and there\nare no claims or allegations of offset, defense, or counterclaims that would\nprevent the work in process of the Company or its subsidiaries or their\ncontracts and agreements from maturing in due course into fully collectible\naccounts receivable. Except as set forth on Disclosure Exhibit 3.10, the Company\nand its subsidiaries have complied with all applicable statutes, ordinances,\nrules, regulations and orders relating to seeking, bidding, obtaining,\nperforming under or otherwise complying with, contracts with governmental and\nquasi-governmental authorities, agencies or other entities.\n\n         3.11     Protection of Intellectual Property Generally.\n\n                  (a)      Disclosure Exhibit 3.11 hereto sets forth a complete\nand correct list and summary description of all registered and material\nunregistered trademarks, trade or company names, service marks, service names,\ndomain names, brand names and registrations, if any, therefor; all registered\ncopyrights; and all patents and all patent applications, if any, in each case\napplicable to or used or intended to be used in the business of the Company or\nany of its subsidiaries, together with a complete list of all licenses granted\nby or to the Company or any of its subsidiaries with respect to any of the\nabove. The Company has filed applications in the United States Patent and\nTrademark Office for registration of \"Web-MD\", \"WebMD\" and \"WebMD OnCall\" as\nservice marks (the application for \"Web-MD\" was initially denied, but the\nCompany filed a response on November 20, 1998), but otherwise the Company has\nnot sought governmental protection by way of patent, trademark or copyright\nregistration or application for the property listed in Disclosure Exhibit 3.11\nhereto. Each of the Company and its subsidiaries validly owns or is validly\nlicensed to use all inventions, processes, know-how, formulas, patterns,\ndesigns, and trade secrets that are used in the conduct of its business as now\nconducted or proposed to be conducted. All such rights and all rights listed in\nDisclosure Exhibit 3.11 hereto are valid and enforceable and are free from any\nsecurity interest, lien or encumbrance or any default on the part of the Company\nor any of its subsidiaries, and are not now involved in any pending or, to the\nKnowledge of the Company, threatened interference proceeding. No option,\nlicense, sublicense or other agreement has been granted in respect of any\npatent, trademark, brand name, trade secret, copyright or pending application\ntherefor listed in Disclosure Exhibit 3.11 hereto, except as noted in Disclosure\nExhibit 3.11. Except as set forth on Disclosure Exhibit 3.11, none of the\nCompany's or any of its subsidiaries' owned intellectual property infringes any\npatent, trademark, service mark, trade or company name or application therefor\nor any related technological right of any other person. None of the rights of\nthe Company or any of its subsidiaries described in this Section 3.11 will be\nimpaired in any way by the transactions provided for herein, and all of such\nrights will be fully enforceable by the Company or any of its subsidiaries after\nthe Initial Microsoft Closing Date and after the Second Microsoft Closing Date\nwithout the consent or agreement of any other party. The \n\n\n\n                                       7\n&gt;PAGE&gt;   8\n\nCompany does not believe it is or will be necessary to utilize any inventions of\nany of its employees (or individuals it currently intends to hire) made prior to\ntheir employment by the Company.\n\n                  (b)      The Company has all patents, patent applications,\npatent rights, trademarks, trademark registrations, trademark applications,\nlicenses, brand names, trade names, service marks, all other names or slogans\nembodying business or product goodwill, copyrights, copyright registrations,\ncomputer programs, software (including all source code and object code,\ndevelopment documentation, programming tools, specifications, data, designs,\ntrade secrets, technology, inventions, discoveries and improvements), know-how,\nproprietary rights, processes, confidential and proprietary information, and\nother intellectual property rights, whether or not subject to statutory\nregistration or protection, required for use in its business as presently\nconducted or proposed to be conducted, except where the failure to have would\nnot have a Material Adverse Effect on the Company.\n\n         3.12     Compliance with Other Instruments. The execution, delivery and\nperformance of and compliance with this Agreement, the Registration Rights\nAgreements and the issuance of the Purchased Shares, the Conversion Shares and\nthe Series F Preferred Stock pursuant to the Series F Dividend will not result\nin any violation or be in conflict with or constitute a default (with or without\nnotice or lapse of time or both) under, or give rise to a right of termination,\ncancellation or acceleration or the loss of any material benefit under (i) any\nof the terms or provisions of the Articles or Bylaws of the Company (or\ncomparable organizational documents of the Company's subsidiaries), or (ii) any\nmortgage, indenture, license, lease, contract, agreement or instrument to which\nthe Company or any of its subsidiaries is a party, or (iii) any judgment, order,\ndecree, statute, law, ordinance, rule or regulation applicable to the Company,\nits subsidiaries or their properties or assets, or (iv) result in the creation\nof any mortgage, pledge, lien, encumbrance or charge upon any of the properties\nor assets of the Company or any of its subsidiaries pursuant to any such term or\nprovision.\n\n         3.13     Litigation and Other Proceedings. Except as disclosed in\nDisclosure Exhibit 3.13 attached hereto, there are no actions, proceedings or\ninvestigations pending against the Company or its properties or shareholders\n(or, to the Knowledge of the Company, any basis therefor or threat thereof)\nthat, either in any case or in the aggregate, involve an amount in controversy\nin excess of $50,000 or could reasonably be expected to have a Material Adverse\nEffect on the Company and its subsidiaries taken as a whole, or result in any\nmaterial impairment of the right or ability of the Company or any of its\nsubsidiaries to carry on their business as now conducted, or in any material\nliability on the part of the Company or any of its subsidiaries, and none that\nchallenges the validity of this Agreement or any action taken or to be taken in\nconnection herewith. The foregoing includes, without limiting its generality,\nactions pending or, to the Knowledge of the Company, threatened (or any threat\nthereof) involving the prior employment of the Company's or any subsidiary's\nemployees or their use in connection with the Company's or any subsidiary's\nbusiness of any information or techniques allegedly proprietary to any of their\nformer employers.\n\n         3.14     Employees. Except as disclosed in Disclosure Exhibit 3.14\nattached hereto, neither the Company nor any subsidiary thereof has any\nemployment contracts with any of its \n\n\n\n                                       8\n&gt;PAGE&gt;   9\n\nemployees not expressly terminable at will and no collective bargaining\nagreements covering any of its employees. Further, neither the Company nor any\nsubsidiary thereof has any policies, procedures or handbooks providing for other\nthan at-will employment. No employee, agent, consultant or contractor associated\nwith any of the members of management or key personnel of the Company or its\nsubsidiaries who has contributed to or participated in the conception and\ndevelopment of proprietary rights, including software, of the Company or its\nsubsidiaries has asserted or threatened any claim against the Company or the\napplicable subsidiary in connection with such person's involvement in the\nconception and development of the software or other proprietary rights of the\nCompany and its subsidiaries and, to the best knowledge of the Company after due\ninquiry, no such person has a reasonable basis for any such claim. The Company\nis not aware of any proposed, threatened or actual union organization activity\naffecting the Company's and its subsidiaries' current or prospective operations.\nThe Company and its subsidiaries are in compliance in all material respects with\nall applicable laws respecting employment and employment practices, occupational\nsafety and health standards, terms and conditions of employment and wages and\nhours, and are not engaged in any unfair labor practice. There is no unfair\nlabor practice charge or complaint against the Company or any subsidiary pending\nor threatened before the National Labor Relations Board or any comparable state\nagency or authority. There is no labor strike, dispute, request for\nrepresentation, slowdown or stoppage actually pending or threatened against or\naffecting the Company or any subsidiary.\n\n         3.15     Registration Rights; Stockholder Agreements. Except as\nprovided for in the Registration Rights Agreements between the Company and the\nInvestors, as such may be amended from time to time, and except as set forth in\nDisclosure Exhibit 3.15 attached hereto, (i) the Company is under no obligation\nto register any of its presently outstanding securities or any of its securities\nthat may hereafter be issued pursuant to this or any other existing agreement,\nand (ii) the Company is not a party to and, to the Knowledge of the Company,\nthere are no agreements among shareholders of the Company relating to voting or\ntransfer of equity in the Company.\n\n         3.16     Governmental Consents. Except for the filing of a Form D with\nthe Securities and Exchange Commission (the \"Commission\") and other filings\nrequired by the blue sky laws of the states where the Investors are located, no\nconsent, approval or authorization of, or registration, declaration,\ndesignation, qualification or filing with, any governmental authority on the\npart of the Company is required in connection with the valid execution and\ndelivery of this Agreement, the offer, sale or issuance of the Purchased Shares\nby the Company, the issuance by the Company of the Conversion Shares, the\nissuance of the Series F Preferred Stock pursuant to the Series F Dividend, or\nthe consummation of any other transaction contemplated hereby.\n\n         3.17     Other Consents. All consents of third parties and any\nshareholders of the Company necessary for the execution, delivery and\nperformance by the Company of this Agreement or the consummation of the\ntransactions contemplated hereby have been (or will be) received prior to the\nInitial Microsoft Closing.\n\n\n\n                                       9\n&gt;PAGE&gt;   10\n\n         3.18     Title to Property and Assets. Except as disclosed in\nDisclosure Exhibit 3.18 attached hereto, each of the Company and its\nsubsidiaries has good and marketable title to its material properties and assets\nand has good title to all its leasehold interests, in each case subject to no\nmortgage, pledge, lien, encumbrance or charge. All material tangible personal\nproperty owned by the Company and its subsidiaries is in good operating\ncondition and repair, ordinary wear and tear excepted, and all material personal\nproperty leased by the Company and its subsidiaries is in all material respects\nin the condition required of such property by the terms of the lease applicable\nthereto during the term of such lease and upon the expiration thereof.\n\n         3.19     Insurance. The Company has valid, outstanding and enforceable\nliability, workmen's compensation, health, fire, general liability and casualty\ninsurance policies. The fire and casualty insurance policies are in an amount\nsufficient to allow it to replace with proceeds from such insurance any of its\nmaterial, tangible properties that might be damaged or destroyed.\n\n         3.20     Licenses and Permits; Compliance with Laws. Except as\ndisclosed in Disclosure Exhibit 3.20 attached hereto, each of the Company and\nits subsidiaries holds all licenses, certificates, permits, franchises and\nrights from all appropriate federal, state or other public authorities necessary\nfor the conduct of its business and the use of its assets. Except as disclosed\nin Disclosure Exhibit 3.20 attached hereto, each of the Company and its\nsubsidiaries and their respective properties, assets, operations and businesses\nare in compliance (except where the Company reasonably believes such\nnon-compliance will not have a Material Adverse Effect on the Company and its\nsubsidiaries, taken as a whole) with all applicable statutes, laws, ordinances,\nrules, regulations and orders of any governmental authority. Further, except as\ndisclosed in Disclosure Exhibit 3.20, the Company and its subsidiaries are not\npresently charged with or, to the Knowledge of the Company, under governmental\ninvestigation with respect to, any actual or alleged violation of any statute,\nlaw, ordinance, rule or regulation. To the Knowledge of the Company, the Company\nis not presently the subject of any pending or, to the Knowledge of the Company,\nthreatened adverse proceeding by any regulatory authority having jurisdiction\nover its business, properties or operations. Neither the execution and delivery\nof this Agreement nor the consummation of the transactions contemplated hereby\nwill result in the termination of any such license, certificate, permit,\nfranchise or right held by the Company or its subsidiaries.\n\n         3.21     Tax Matters. Except as disclosed in Disclosure Exhibit 3.21\nattached hereto, each of the Company and all members of any affiliated group\nwithin the meaning of Section 1504 of the Internal Revenue Code of 1986, as\namended (an \"Affiliated Group\") has accurately prepared and timely filed all\nincome and other tax returns, if any, that are required to be filed, and has\npaid, or made provision for the payment of, all taxes that have or may have\nbecome due pursuant to said returns or pursuant to any assessment that has or\nmay be received from any taxing authority for the period through December 31,\n1998, and there are no outstanding agreements by the Company or any member of\nany Affiliated Group for the extension of time for the assessment of any tax.\nThe United States income tax returns of the Company or any member of any\nAffiliated Group have not been audited by the Internal Revenue Service. Except\nas disclosed in Disclosure Exhibit 3.21, no deficiency assessment or \n\n\n\n                                       10\n&gt;PAGE&gt;   11\n\nproposed adjustment of the Company's or any member of any Affiliated Group's\nUnited States income tax or state or municipal taxes (if any) is pending, and\nthe Company has no Knowledge of any proposed liability for any tax to be imposed\nupon the Company's or any member of any Affiliated Group's properties or assets\nfor which there is not an adequate reserve reflected in the Financial\nStatements.\n\n         3.22     Employment; No Conflicting Agreements. Except as disclosed in\nDisclosure Exhibit 3.22 attached hereto, none of the officers, directors, and\nkey employees of the Company or any of its subsidiaries is obligated under any\ncontract (including licenses, covenants, or commitments of any nature) or other\nagreement, or subject to any judgment, decree or order of any court or\nadministrative agency, that would conflict with his or her obligation to use his\nor her best efforts to promote the interests of the Company or that would\nconflict with the business of the Company as the Company presently conducts the\nsame.\n\n         3.23     Indebtedness to Directors and Officers; Interested Party\nTransactions. Except as disclosed in Disclosure Exhibit 3.23 attached hereto,\nthe Company is not indebted to any of its directors or officers or party to any\ncontract with any affiliate of its directors or officers, and, to the Knowledge\nof the Company, none of such directors or officers has a claim of any nature\nagainst the Company except for compensation due for past or current pay periods.\nTo the Knowledge of the Company and except as disclosed in Disclosure Exhibit\n3.23, no officer, director or holder of more than 5% of the capital stock of the\nCompany or any \"affiliate\" or \"associate\" (as these terms are defined in Rule\n405 promulgated under the Securities Act of 1933, as amended (the \"Securities\nAct\")) of any such person or entity or the Company has or has had, either\ndirectly or indirectly, (a) an interest in any person or entity that (i)\nfurnishes or sells services or products that are furnished or sold or are\nproposed to be furnished or sold by the Company, or (ii) purchases from or sells\nor furnishes to the Company any goods or services, or (b) a beneficial interest\nin any contract or agreement to which the Company is a party or by which it may\nbe bound or affected. Except as set forth in Disclosure Exhibit 3.23 hereto,\nthere are no existing material arrangements or proposed material transactions\nbetween the Company and any officer, director, or holder of more than 5% of the\ncapital stock of the Company or any affiliate or associate of any such person.\n\n         3.24     Employee Plans. Disclosure Exhibit 3.24 attached hereto lists\nall employee benefit plans as defined in Section 3(3) of the Employee Retirement\nIncome Security Act of 1974 (\"ERISA\") and all severance, bonus, retirement,\npension, profit-sharing, deferred compensation plans and other similar fringe or\nemployee benefit plans, programs or arrangements, and all employee or\ncompensation agreements, written or otherwise, for the benefit of or relating to\nany employee of the Company (collectively, \"Employee Plans\"). The Company has\ncomplied with all terms and conditions of the Employee Plans, except where the\nviolation would not have a Material Adverse Effect on the Company and its\nsubsidiaries taken as a whole. The Company is in compliance with the provisions\nof ERISA and the regulations and published interpretations thereunder, except\nwhere the noncompliance would not have a Material Adverse Effect on the Company\nand its subsidiaries taken as a whole.\n\n         3.25     Customers and Suppliers. Except as disclosed in Disclosure\nExhibit 3.25 attached hereto, no customer or supplier has taken, and neither the\nCompany nor any of its \n\n\n\n                                       11\n&gt;PAGE&gt;   12\n\nsubsidiaries has received any notice or has any Knowledge that any customer or\nsupplier of the Company or any of its subsidiaries contemplates taking, any\nsteps that could disrupt the business relationship of the Company or any of its\nsubsidiaries with such customer or supplier or could result in a diminution in\nthe value of the Company or any of its subsidiaries in a manner that would have\na Material Adverse Effect on the Company and its subsidiaries, taken as a whole.\n\n         3.26     Disclosure. The Company has not knowingly failed to disclose\nto the Investors any facts material to the Company and its subsidiaries, taken\nas a whole. No representation or warranty of the Company contained in this\nAgreement, and no statement contained in any document, certificate or schedule\nfurnished or to be furnished by or on behalf of the Company to the Investors or\nany of their representatives pursuant to this Agreement, contains or will\ncontain any untrue statement of a material fact or omits or will omit to state\nany material fact necessary, in light of the circumstances under which it was or\nwill be made, in order to make the statements herein or therein not misleading.\n\n         4        REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.\n\n         Each of the Investors, severally and not jointly, represents and\nwarrants to the Company, as of any of the Closing Dates on which such Investor\npurchases Purchased Shares, as follows:\n\n         4.1      Access to Information.\n\n                  4.1.1    Such Investor acknowledges that the Company filed a\nRegistration Statement on Form S-1 (No. 333-71359) with the Commission on\nJanuary 28, 1999, which was amended on February 26, 1999, with respect to the\ninitial public offering of the Company's Common Stock (the \"Registration\nStatement\"). Prior to any Investor (other than Microsoft) becoming a Purchaser\nhereunder, the Company shall withdraw such Registration Statement. Microsoft\nacknowledges that it had commenced discussions with the Company prior to the\nfiling of the Registration Statement which discussions resulted directly in this\nAgreement and the other agreements between Microsoft and the Company\ncontemplated by the Master Agreement. Each Purchaser represents and warrants\nthat it became aware of the Company and the opportunity to become a Purchaser\nhereunder through Microsoft and not as a result of the Registration Statement or\nany advertising, news articles, internet chat rooms or other means of general\nsolicitation . Each Investor represents that while it may have reviewed the\nRegistration Statement, it has not relied on the Registration Statement for\npurposes of making its investment hereunder, but rather has had the opportunity\nto perform its own independent due diligence review of the Company and such\nInvestor and its advisor or advisors, or a person or persons acting on its\nbehalf, has had a reasonable opportunity to ask questions of and receive answers\nfrom the officers of the Company, concerning the business and financial\ncondition of the Company and the terms and conditions of the offering of the\nPurchased Shares, and to obtain additional information, to the extent possessed\nor obtainable without unreasonable effort or expense by the officers of the\nCompany. All such questions have been answered to the full satisfaction of such\nInvestor. Microsoft acknowledges that the opportunity to enter into the Cross\nPromotion Agreement with the Company was an integral \n\n\n\n                                       12\n&gt;PAGE&gt;   13\n\npart of its decision to purchase the Purchased Shares. Each Purchaser\nacknowledges that the opportunity to enter into a strategic operating agreement\nwith the Company was an integral part of its decision to purchase the Purchased\nShares. In addition, each Purchaser acknowledges that it has not relied on any\ndue diligence, representations or other information or advice from Microsoft in\nmaking its investment decision to purchase the Purchased Shares hereunder.\n\n         4.1.2    Such Investor acknowledges that, from time to time, statements\nabout the Company may be made by third parties, in writing or otherwise, that\nmay purport to contain information about the Company, including in newspaper\narticles, internet chat rooms and, except as provided below, other publications\nand communications, and that such statements have been and may be incorrect or\ninaccurate in several material respects. Such Investor agrees that neither the\nCompany nor any of its affiliates or representatives has made any representation\nor warranty as to the accuracy or completeness of any such information or\nstatements. Furthermore, such Investor has not relied, and will not rely, upon\nany such statements in making any investment decision in connection with the\nPurchased Shares; rather, the only representations or statements that such\nInvestor has relied upon or will rely upon will be those made by the Company in\nthe Registration Statement, as set forth in this Agreement, and in the following\nparts of the Company's web site as it exists as of the date hereof: About WebMD\n(other than Featured Topics and the Press Releases), Learn More about WebMD,\nMeet our Strategic Partners, and Review our Products and Services.\n\n         4.2      Experience; Investment. Such Investor is acquiring the\nPurchased Shares solely for its own account, not as a nominee or agent, and not\nwith a view to, or for sale in connection with, any distribution thereof, as\nthat term is used under the Securities Act. Such Investor represents that such\nInvestor is an \"accredited investor\" within the meaning of Rule 501(a)(3) of\nRegulation D promulgated by the Commission under the Securities Act and either\nit or persons in control of its investment decision have assets in excess of\n$100 million, and that it has been represented by counsel in connection with\nthis investment, and either it or persons representing it have considerable\nexperience in making investments of this nature.\n\n         4.3      Registration under the Securities Act. Such Investor\nunderstands that (a) neither the offering nor the sale of the Purchased Shares\nhas been registered under the Securities Act or applicable state securities\nlaws, in reliance upon exemptions from the registration provisions of the\nSecurities Act and applicable state securities laws, (b) the Purchased Shares\npurchased by such Investor must be held by it indefinitely unless the sale or\ntransfer thereof is subsequently registered under the Securities Act and\napplicable state securities laws or an exemption from such registration is\navailable, and the certificates or documents representing all Purchased Shares\nwill be legended to reflect such restrictions, (c) except as provided in the\nRegistration Rights Agreements between the Company and the Investors, the\nCompany is under no obligation to register any Purchased Shares, Conversion\nShares on such Investor's behalf or to assist it in complying with any exemption\nfrom registration, and (d) the officers of the Company will rely in part upon\nthe representations and warranties made by such Investor in this Agreement in\norder to establish such exemption from the registration provisions of the\nSecurities Act and applicable state securities laws.\n\n\n\n                                       13\n&gt;PAGE&gt;   14\n\n         4.4      Transfer. Such Investor will not transfer any Purchased Shares\nor Conversion Shares without registration under the Securities Act and\napplicable state securities laws unless the transfer is exempt from registration\nunder the Securities Act and such laws and is made in compliance with the\nlegends contemplated by Section 8.10 herein.\n\n         4.5      Authorization. All action on the part of such Investor\nnecessary for the authorization, execution, delivery and performance of all\nobligations of such Investor under this Agreement or any document contemplated\nhereby has been (or will be) taken prior to the Initial Microsoft Closing. This\nAgreement, when executed and delivered by such Investor, will constitute the\nvalid and binding obligation of such Investor and is enforceable against it in\naccordance with its terms, except as enforceability may be limited by\nbankruptcy, insolvency or other laws affecting the enforcement of creditors'\nrights generally, and except that the availability of the remedy of specific\nperformance or other equitable relief is subject to the discretion of the court\nbefore which any proceeding therefor may be brought.\n\n         5        CONDITIONS TO CLOSING OF THE INVESTORS.\n\n         The obligation of Microsoft to purchase and pay for the Purchased\nShares at the Initial Microsoft Closing is, at Microsoft's option, subject to\nthe fulfillment on or prior to the Initial Microsoft Closing Date of the\nconditions specified below. The obligation of each Purchaser to purchase and pay\nfor the Purchased Shares at the Investor Closing is, at such Purchaser's option,\nsubject to fulfillment on or prior to the Investor Closing Date of the\nconditions specified in Sections 5.1, 5.2 and 5.9. The obligation of Microsoft\nto purchase and pay for the Purchased Shares at the Second Microsoft Closing is,\nat Microsoft's option, subject to the fulfillment on or prior to the Second\nMicrosoft Closing Date of the conditions specified in Sections 5.11 and 5.12.\n\n         5.1      Representations and Warranties Correct. The representations\nand warranties made by the Company in Article 3 hereof, and with respect to the\nInitial Microsoft Closing only, in the Distribution and Cross Promotion\nAgreement effective as of May 6, 1999 (\"Cross Promotion Agreement\"), shall be\ntrue and correct on and as of the date hereof and the applicable Closing Date as\nthough made on such date, but excluding any disclosures made by the Company in\nthe Disclosure Exhibit delivered at least 48 hours prior to the Investor Closing\nDate.\n\n         5.2      Performance. All covenants, agreements and conditions\ncontained in this Agreement to be performed or complied with by the Company on\nor prior to the applicable Closing Date shall have been performed or complied\nwith in all respects.\n\n         5.3      Filing of Charter Amendment. The Amendment to the Amended and\nRestated Articles of Incorporation shall have been properly filed with the\nSecretary of State of the State of Georgia prior to the Initial Microsoft\nClosing Date.\n\n         5.4      Registration Rights Agreements. The Company shall have\nexecuted and delivered (i) a Registration Rights Agreement by and between the\nCompany and Microsoft in the form attached hereto as Exhibit 5.4A (the \n\"MS Registration Rights Agreement\") and (ii) a Registration Rights Agreement \namong the Company and the Purchasers in the form attached \n\n\n\n                                       14\n&gt;PAGE&gt;   15\n\nhereto as Exhibit 5.4B (the \"Purchaser Registration Rights Agreement;\"\nand together with the MS Registration Rights Agreement, the \"Registration Rights\nAgreements\").\n\n         5.5      Cross Promotion Agreement. The Company shall have executed\nand delivered the Cross Promotion Agreement. All covenants, agreements and\nconditions contained in this Agreement and in the Cross Promotion Agreement to\nbe performed or complied with by the Company on or prior to the Initial\nMicrosoft Closing shall have been performed or complied with in all material\nrespects.\n\n         5.6      Compliance Certificate. Unless the Closing Date is the same as\nthe date of this Agreement, the Investors shall have received a certificate\nexecuted by the President of the Company, dated as of the Closing Date,\ncertifying that the conditions specified in Sections 5.1, 5.2, 5.3 and 5.9\nhereof have been fulfilled.\n\n         5.7      Opinion of Company's Counsel. The Investors shall have\nreceived from Nelson Mullins Riley &amp; Scarborough, L.L.P., counsel to the\nCompany, in form and substance reasonably satisfactory to the Investors and\ntheir counsel, a favorable opinion addressed to the Investors, dated as of the\nInitial Microsoft Closing Date.\n\n         5.8      Evidence of Consents. The Company shall have given the\nInvestors evidence satisfactory to the Investors that it has received all\nnecessary consents of third parties and shareholders of the Company, including\nHBO &amp; Company of Georgia (\"HBOC\"), pursuant to Section 3.17 hereof, in order to\nconsummate the transactions contemplated by this Agreement and the Exhibits\nhereto.\n\n         5.9      Injunctions, etc. No injunction or order of any governmental\nauthority shall be in effect as of the applicable Closing, and no lawsuit,\nclaim, proceeding or investigation shall be pending or threatened by or before\nany governmental authority as of the applicable Closing, which would restrain or\nprohibit the issuance and sale of the Purchased Shares or the Conversion Shares\nor the consummation of any of the other transactions contemplated by this\nAgreement or invalidate or suspend any provision of this Agreement, the\nRegistration Rights Agreements, the Articles or the Cross Promotion Agreement.\n\n         5.10     Rights of First Refusal; Registration Rights. HBOC shall have\nwaived its right of first refusal to acquire securities of the Company which are\nissued after the date hereof pursuant to Sections 9 of the Investment Agreement\ndated August 24, 1998, as amended (the \"HBOC Investment Agreement) between the\nCompany and HBOC. HBOC, Sirrom Investments, Inc., Premier Technologies, Inc.,\nand Matria Healthcare, Inc. shall have waived any rights which such shareholders\nhave pursuant to agreements with the Company (i) to limit the number of shares a\nselling shareholder may include in a piggyback registration to a number which is\nless than the number of securities included in such offering by any one of such\nshareholders unless all securities held by such shareholder and requested to be\nincluded in such offering are included therein and (ii) to restrict the ability\nof the Company to grant registration rights except as permitted by Section 11.3\nof the HBOC Investment Agreement.\n\n         5.11     Change of Control Transaction. If the Second Microsoft Closing\nis a result of a Change of Control Transaction, the Company shall have\nconsummated the Change of Control \n\n\n\n                                       15\n&gt;PAGE&gt;   16\n\nTransaction and no material adverse amendment or modification shall have been\nmade to the definitive agreement with respect thereto since its execution,\nwithout the consent of Microsoft.\n\n         5.12     Strategic Relationship. If the Second Microsoft Closing is a\nresult of a Change of Control Transaction, Microsoft and the Acquirer in such\nChange of Control Transaction shall have entered into a mutually acceptable\nstrategic relationship substantially in accordance with any memorandum of\nunderstanding between such parties executed on or before the Change of Control\nTransaction.\n\n         6        CONDITIONS TO CLOSING OF THE COMPANY.\n\n         The obligation of the Company to sell the Purchased Shares at the\nInitial Microsoft Closing is subject to the fulfillment on or prior to the\nInitial Microsoft Closing Date of the conditions specified below. The obligation\nof the Company to sell the Purchased Shares at the Investor Closing and the\nSecond Microsoft Closing is subject to fulfillment on or prior to the Investor\nClosing Date and the Second Microsoft Closing Date, respectively, of the\nconditions specified in Sections 6.1, 6.2 and 6.4.\n\n         6.1      Representations and Warranties Correct. The representations\nand warranties made by the Investors in Article 4 hereof and, with respect to\nthe Initial Microsoft Closing only, the representations and warranties made by\nMicrosoft in the Cross Promotion Agreement, shall be true and correct on and as\nof the date hereof and the applicable Closing Date as though made on such date.\n\n         6.2      Performance. All covenants, agreements and conditions\ncontained in this Agreement to be performed by or complied with by the Investors\nand, with respect to the Initial Microsoft Closing only, all covenants,\nagreements and conditions contained in the Cross Promotion Agreement to be\nperformed by or complied with by Microsoft, on or prior to the applicable\nClosing Date shall have been performed or complied with in all respects.\n\n         6.3      Registration Rights Agreements. The Investors shall have\nexecuted and delivered the Registration Rights Agreements.\n\n         6.4      Injunctions, etc. No injunction or order of any governmental\nauthority shall be in effect as of the applicable Closing, and no lawsuit,\nclaim, proceeding or investigation shall be pending or threatened by or before\nany governmental authority as of the applicable Closing, which would restrain or\nprohibit the issuance and sale of the Purchased Shares or the Conversion Shares\nor the consummation of any of the other transactions contemplated by this\nAgreement or invalidate or suspend any provision of this Agreement, the\nRegistration Rights Agreements, the Articles or the Cross Promotion Agreement.\n\n         6.5      Cross Promotion Agreement. Microsoft shall have executed and\ndelivered the Cross Promotion Agreement, with such changes as the Company and\nMicrosoft shall agree after good faith negotiations.\n\n\n\n                                       16\n&gt;PAGE&gt;   17\n\n         7        COVENANTS.\n\n         7.1      Basic Information. Subject to Section 7.2 hereof:\n\n                  7.1.1    As soon as practicable after the end of each fiscal\nyear, and in any event within 90 days thereafter, beginning with the year ending\nDecember 31, 1999, the Company shall furnish to the Investors audited\nconsolidated balance sheets of the Company and its subsidiaries, if any, as of\nthe end of such fiscal year and audited consolidated statements of income and\ncash flow of the Company and its subsidiaries, if any, for such fiscal year,\nprepared in accordance with GAAP consistently applied and setting forth in each\ncase in comparative form the figures for the previous fiscal year, all in\nreasonable detail and certified by Ernst &amp; Young, LLP or another independent\npublic accounting firm, which shall also be one of the six largest firms of\nnationally recognized standing in the United States, or a firm acceptable to the\nInvestors.\n\n                  7.1.2    As soon as practicable after the end of each fiscal\nquarter, and in any event within 45 days thereafter, the Company shall furnish\nto the Investors consolidated balance sheets of the Company and its\nsubsidiaries, if any, as of the end of such fiscal quarter, and consolidated\nstatements of income and cash flow of the Company and its subsidiaries, if any,\nfor such fiscal quarter and for the current fiscal year to date, prepared in\naccordance with GAAP consistently applied, with such statements certified by the\nchief financial officer of the Company as having been prepared in accordance\nwith GAAP consistently applied, and accompanied by a brief narrative description\nof the Company's business activities during said quarter.\n\n         7.2      Suspension of Certain Covenants. The covenants set forth in\nSection 7.1 hereof, shall be suspended and be of no force or effect if the\nCompany becomes subject to the reporting requirements of the federal Securities\nExchange Act of 1934, as amended.\n\n         7.3      Hart-Scott-Rodino.\n\n                  7.3.1    In the event that, under the designations of the\nSeries E Preferred Stock contained in the Amendment to the Amended and Restated\nArticles of Incorporation, any Investor would acquire the right to vote such\nshares, because of the occurrence or nonoccurrence of a particular event, and\nthe acquisition of such right would require any filing by such Investor under\nthe Hart Scott Rodino Antitrust Improvements Act of 1976 (the \"HSR Act\"), or the\nacquisition or disposition by any Investor of the Conversion Shares would\nrequire any such filing, then, before such voting right shall become effective,\neither (1) the parties shall have been granted early termination of the waiting\nperiod under the HSR Act, or (2) the applicable waiting period shall have\nexpired without any agency having sought injunctive relief with respect to the\neffectiveness of the voting rights. Each of the Company and such Investors shall\ncooperate in making any such filing promptly and shall furnish one another such\ninformation and commercially reasonable assistance as necessary for any such\nfiling.\n\n                  7.3.2    In the event that the Company enters into an\nagreement that contemplates a Change of Control Transaction and, as a result,\nfilings under the HSR Act are required as a condition to the closing of such\ntransaction, then the Company and Microsoft covenant and \n\n\n\n                                       17\n&gt;PAGE&gt;   18\n\nagree to cause the other party to the Change of Control agreement to covenant to\nfile the information and documents required by HSR and to condition or delay any\nChange of Control until either (1) the parties shall have been granted early\ntermination of any waiting period under the HSR Act, or (2) the applicable\nwaiting period shall have expired without any agency having sought injunctive\nrelief. In the event that the applicable HSR waiting periods have not expired 90\ndays after the initial HSR filing, then Microsoft's right and obligation to\npurchase Purchased Shares in the Additional Microsoft Purchase shall be\nconverted into a right and obligation to purchase an equivalent number of\nnonvoting preferred stock that, by their terms, convert to voting common stock\nand have such terms as may be mutually agreed by Microsoft and the Company and\nan equivalent change shall be made to the consideration to be received with\nrespect to the Purchased Shares in such Change of Control Transaction.\n\n         8        MISCELLANEOUS.\n\n         8.1      Governing Law. This Agreement shall be governed by and\nconstrued under the laws of the State of Georgia, without regard to its\nprinciples of conflicts of laws.\n\n         8.2      Survival. The representations, warranties, covenants and\nagreements made herein shall survive any investigation made by the Investors and\nthe closing of the transactions contemplated hereby.\n\n         8.3      Assignment. This Agreement may not be assigned by any\nPurchaser without the express written consent of the Company (which consent may\nbe granted or withheld in the sole discretion of the Company). This Agreement\nmay not be assigned by the Company without the express written consent of each\nInvestor except that the Company may assign this Agreement directly or\nindirectly by operation of law in connection with a Change of Control if the\nsuccessor company or its parent company, which is a company whose securities are\nregistered pursuant to Section 12 of the Securities Exchange Act of 1934, as\namended, execute a joinder to this Agreement as of the closing of any Change of\nControl. Notwithstanding the foregoing sentences, each Investor shall have the\nright to assign its right to purchase any or all of the Purchased Shares to one\nor more Authorized Transferees who agree to be bound by the terms and provisions\nof this Agreement. As used herein, an \"Authorized Transferee\" of an Investor\nshall mean a limited number of institutional accredited investors within the\nmeaning of Rule 501 promulgated under the Securities Act of 1933, as amended,\nwith gross assets in excess of $100,000,000 who became aware of the Company and\nthe opportunity to acquire Series E Preferred Stock and Series F Preferred Stock\nas a result of contacts by such Investor and not as a result of the Registration\nStatement, the identity of which shall be reasonably acceptable to the Company.\n\n         8.4      Entire Agreement; Amendment. This Agreement and the other\ndocuments delivered pursuant hereto constitute the full and entire understanding\nand agreement among the parties with regard to the subjects hereof and thereof.\nNeither this Agreement nor any term hereof may be amended, waived, discharged or\nterminated except by a written instrument signed by each Investor and a\nrepresentative of the Company so authorized by its Board of Directors.\n\n\n\n                                       18\n&gt;PAGE&gt;   19\n\n         8.5      Notices. All notices and other communications required or\npermitted hereunder shall be given in writing and shall be deemed effectively\ngiven upon personal delivery or three (3) business days following deposit with\nthe United States Postal Service, by certified mail, return receipt requested,\npostage prepaid, or otherwise delivered by hand or by messenger, addressed: (a)\nif to Microsoft, at Microsoft Corporation, One Microsoft Way, Redmond,\nWashington 98052-5399, Attn: Chief Financial Officer with a copy to General\nCounsel - Finance and Administration, and Preston Gates &amp; Ellis LLP, 5000\nColumbia Center, 701 Fifth Avenue, Seattle, Washington 98104, or (b) if to any\nPurchaser, at the address set forth opposite such Purchaser's name on Schedule I\nhereto, or (c) if to any other holder of any shares of Series E Preferred Stock\nor Conversion Shares, at such address as such holder shall have furnished the\nCompany in writing, or, until any such holder so furnishes an address to the\nCompany, then to and at the address of the last holder of such shares of Series\nE Preferred Stock or Conversion Shares who has so furnished an address to the\nCompany, or (d) if to the Company, at WebMD, Inc., 400 The Lenox Building, 3399\nPeachtree Road, Atlanta, Georgia 30326, Attn: General Counsel, with a copy to\nNelson Mullins Riley &amp; Scarborough, L.L.P., Bank of America Corporate Center,\nSuite 2600, 100 North Tryon Street, Charlotte, North Carolina 28202, Attn: H.\nBryan Ives III and C. Mark Kelly, or at such other address as the Company shall\nhave furnished to the Investors and each such other holder in writing.\n\n         8.6      Agent's Fees. Each party (a) represents and warrants that it\nhas retained no finder or broker in connection with the transactions\ncontemplated by this Agreement (except as disclosed to the other party hereto as\nof the date hereof), and (b) hereby agrees to indemnify and to hold the other\nparty harmless of and from any liability for commissions or compensation in the\nnature of an agent's, finder's or broker's fee to any broker or other person or\nfirm (and the cost and expenses of defending against such liability or asserted\nliability) for which said party is responsible.\n\n         8.7      Expenses. Each party shall bear its own expenses and legal\nfees (and expenses and disbursements of its legal counsel) incurred on its\nbehalf with respect to this Agreement and the transactions contemplated hereby.\n\n         8.8      Construction of Certain Terms. The titles of the articles,\nsections, and subsections of this Agreement are for convenience of reference\nonly and are not to be considered in construing this Agreement. For purposes of\nthis Agreement, the terms \"Company's Knowledge,\" \"Knowledge of the Company\" and\n\"Knowledge\" as applied to the Company means, as to a particular matter, the\nactual knowledge of the Company's executive officers and in-house corporate\ncounsel. Wherever words \"including\", \"include\" or \"includes\" are used in this\nAgreement, they shall be deemed followed by the words \"without limitation\".\nReferences to any gender shall be deemed to mean any gender.\n\n         8.9      Counterparts. This Agreement may be executed in any number of\ncounterparts, each of which shall be an original, but all of which together\nshall constitute one instrument.\n\n         8.10     Legends. In addition to any legends required by the Securities\nAct or any applicable state securities laws, the Company shall place the\nfollowing legend on the front or back of each certificate evidencing ownership\nof shares of Series E Preferred Stock:\n\n\n\n                                       19\n&gt;PAGE&gt;   20\n\n                  The Corporation will furnish without charge to each\n                  shareholder who so requests a statement of the designations,\n                  relative rights, preferences and limitations applicable to\n                  each class, and series within a class, of capital stock of the\n                  Corporation and the variations in rights, preferences and\n                  limitations applicable to each series (and the authority of\n                  the Corporation's board of directors to determine variations\n                  for future series).\n\n         The Company shall place legends on each certificate evidencing\nownership of shares of Common Stock identical to those initially placed on the\ncertificates for Series E Preferred Stock relating to the Securities Act and all\napplicable state securities laws.\n\n         8.11     Enforcement.\n\n                  8.11.1   Remedies at Law or in Equity. If the Company shall\ndefault in any of its obligations under this Agreement or if any representation\nor warranty made by or on behalf of the Company in this Agreement or in any\ncertificate, report or other instrument delivered under or pursuant to any term\nhereof shall be untrue or misleading in any material respect as of the date of\nthis Agreement or as of the applicable Closing Date or as of the date it was\nmade, furnished or delivered, each Investor may proceed to protect and enforce\nits rights by suit in equity or action at law, whether for the specific\nperformance of any term contained in this Agreement, injunction against the\nbreach of any such term or in furtherance of the exercise of any power granted\nin this Agreement, or to enforce any other legal or equitable right of such\nparty or to take any one of more of such actions.\n\n                  8.11.2   Remedies Cumulative; Waiver. No remedy referred to\nherein or in any exhibit hereto is intended to be exclusive, but each shall be\ncumulative and in addition to any other remedy referred to above or otherwise\navailable to a party at law or in equity. No express or implied waiver by any\nparty of any default shall be a waiver of any future or subsequent default. The\nfailure or delay of any party in exercising any rights granted it hereunder\nshall not constitute a waiver of any such right and any single or partial\nexercise of any particular right by such party shall not exhaust the same or\nconstitute a waiver of any other right provided herein.\n\n         8.12     Timely Performance. Time is of the essence as to the\nperformance of the obligations required of the respective parties under this\nAgreement.\n\n         8.13     No Joint Venture. Nothing in this Agreement shall be deemed to\nconstitute the Company and any Investor as partners, agents or joint venturers.\n\n         8.14     Severability. In the event any one or more of the provisions\ncontained in this Agreement should be held invalid, illegal or unenforceable in\nany respect, the validity, legality and enforceability of the remaining\nprovisions contained herein shall not in any way be affected or impaired\nthereby. The parties shall endeavor in good faith negotiations to replace the\ninvalid, illegal or unenforceable provisions with valid provisions the economic\neffect of which comes as close as possible to that of the invalid, illegal or\nunenforceable provisions.\n\n\n\n                                       20\n&gt;PAGE&gt;   21\n\n         8.15     Further Assurances. The Company shall use its best efforts to\nobtain and assist each Investor in obtaining promptly all necessary waivers,\nconsents and approvals from any governmental authority or any other person\n(including the approval of the stockholders of the Company, if necessary) for\nany exercise by such Investor of its rights under this Agreement, the\nRegistration Rights Agreements, the Purchased Shares, or the Conversion Shares\nand to take such other actions as may reasonably be requested by such Investor\nto effect the purpose of this Agreement or the Registration Rights Agreements.\nThe period of time provided for any closing of the transactions pursuant to such\nrights may, at the option of each Investor, be extended as necessary in order to\nobtain any such waivers, consents and approvals.\n\n\n\n\n\n                                       21\n&gt;PAGE&gt;   22\n\n\nSIGNATURE PAGE TO THE INVESTMENT AGREEMENT\nDATED MAY 12, 1999 AMONG WEBMD, INC.,\nMICROSOFT CORPORATION AND THE PURCHASERS NAMED THEREIN\n\n\n\n                                    THE COMPANY:\n\n\n   \n                                    WEBMD, INC.\n\n                                    BY: \/s\/ Jeff Arnold\n                                        -----------------------------------\n                                        ITS: Chief Executive Officer\n                                            -------------------------------\n\n\n                                    MICROSOFT:\n\n                                    MICROSOFT CORPORATION\n\n\n                                    BY: \/s\/ Greg B. Maffie\n                                        ------------------------------------\n                                        ITS: Senior Vice President - Finance\n                                            --------------------------------\n                                             and Administration Chief\n                                             Financial Officer\n    \n\n\n                                       22\n&gt;PAGE&gt;   23\n\nSIGNATURE PAGE TO THE INVESTMENT AGREEMENT\nDATED MAY 12, 1999 AMONG WEBMD, INC.,\nMICROSOFT CORPORATION AND THE PURCHASERS NAMED THEREIN\n\n\n\n                                    PURCHASERS:\n\n\n                                    INTEL CORPORATION\n\n\n   \n                                    BY: \/s\/ Arnold Sodhani\n                                        -------------------------------------\n                                       ITS: Vice President and Treasurer\n                                           ----------------------------------\n\n\n                                    COVAD COMMUNICATIONS GROUP INC.\n\n\n                                    BY: \/s\/ Robert Davenport\n                                        -------------------------------------\n                                       ITS: EVP Business Development\n                                           ----------------------------------\n\n\n                                    EXCITE, INC.\n\n\n                                    BY: \/s\/ Mark C. Stevens\n                                        -------------------------------------\n                                       ITS: Executive Vice President\n                                           ----------------------------------\n                                            Business Affairs\n\n\n                                    SOFTBANK AMERICA INC.\n\n\n                                    BY: \/s\/ Stephen J. Murray\n                                        -------------------------------------\n                                       ITS: Treasurer, SOFTBANK America, Inc.\n                                           ----------------------------------\n\n\n                                    SUPERIOR CONSULTANT\n                                          HOLDINGS CORPORATION\n\n\n                                    BY: \/s\/ Susan M. Syner\n                                        -------------------------------------\n                                       ITS: Vice President &amp; CAO Corporate\n                                           ----------------------------------\n                                            Secretary\n    \n\n\n\n                                       23\n&gt;PAGE&gt;   24\n\nSIGNATURE PAGE TO THE INVESTMENT AGREEMENT\nDATED MAY 12, 1999 AMONG WEBMD, INC.,\nMICROSOFT CORPORATION AND THE PURCHASERS NAMED THEREIN\n\n\n\n                                    DELL USA, L.P.\n\n                                    BY:   DELL GEN. P. CORP.\n                                    ITS:  GENERAL PARTNER\n\n\n                                    BY: \/s\/\n                                        -----------------------------------\n                                       ITS:\n                                           --------------------------------\n\n\n                                    THE READER'S DIGEST ASSOCIATION, INC.\n\n\n                                    BY: \/s\/\n                                        -----------------------------------\n                                       ITS:\n                                           --------------------------------\n\n\n\n\n                                       24\n&gt;PAGE&gt;   25\n\n\n\n                                   SCHEDULE I\n\n                               LIST OF PURCHASERS\n\n\n&gt;TABLE&gt;\n&gt;CAPTION&gt;\n   PURCHASER                        ADDRESSES                          NUMBER OF SHARES\n&gt;S&gt;                           &gt;C&gt;                                      &gt;C&gt;   \n\nIntel Corporation             2200 Mission College Boulevard                26,768\n                              Santa Clara, CA 95052\n\nCovad Communications          2330 Central Expressway                       27,691\nGroup Inc.                    Santa Clara, CA 95050\n\nExcite Inc.                   555 Broadway                                  46,151\n                              Redwood City, CA 94063\n\nSOFTBANK America Inc.         10 Langley Road                               92,302\n                              Suite 403\n                              Newton Center, MA 02459\n\nSuperior Consultant           4000 Town Center                              18,460\nHoldings Corporation          Suite 1100\n                              Southfield, MI 48075\n\nThe Reader's Digest           Reader's Digest Road                          23,999\nAssociation, Inc.             Pleasantville, New York 10570-7000\n\nDell USA, L.P.                One Dell Way                                  36,921\n                              Round Rock, Texas 78682\n\n[TO COME]                                                                    4,614\n                                                                           -------\n\n\n                                                       Total               276,906\n                                                                           =======\n&gt;\/TABLE&gt;\n\n\n&gt;PAGE&gt;   26\n\n\n                  ARTICLES OF AMENDMENT TO AMENDED AND RESTATED\n                    ARTICLES OF INCORPORATION OF WEBMD, INC.\n\n\n         In accordance with Section 14-2-1006 of the Georgia Business\nCorporation Code (the \"Code\"), WebMD, Inc. (the \"Corporation\"), a corporation\norganized and existing under and by virtue of the Code, DOES HEREBY CERTIFY:\n\n         1.       The name of the Corporation is WebMD, Inc.\n\n         2.       The following resolution setting forth an amendment to the\n                  Corporation's Articles of Incorporation has been duly adopted\n                  by the Board of Directors:\n\n                           RESOLVED, THAT ARTICLE II.B OF THE AMENDED AND\n                  RESTATED ARTICLES OF INCORPORATION IS HEREBY AMENDED BY ADDING\n                  THE FOLLOWING PROVISIONS TO THE END THEREOF: \"THE CORPORATION\n                  IS AUTHORIZED TO ISSUE 185,000 SHARES OF SERIES E CONVERTIBLE\n                  PREFERRED STOCK, WITHOUT PAR VALUE PER SHARE (THE \"SERIES E\n                  PREFERRED STOCK\") AND 1,180,000 SHARES OF SERIES F CONVERTIBLE\n                  PREFERRED STOCK, WITHOUT PAR VALUE PER SHARE (THE \"SERIES F\n                  PREFERRED STOCK\"). THE SERIES E PREFERRED STOCK AND THE SERIES\n                  F PREFERRED STOCK SHALL HAVE THE PREFERENCES, LIMITATIONS AND\n                  RELATIVE RIGHTS SET FORTH ON EXHIBIT G TO THIS RESOLUTION.\"\n\n         3.       The \"Exhibit G\" referenced in the foregoing resolution is\n                  included in these Articles of Amendment and is the same\n                  \"Exhibit A\" as is attached hereto.\n\n         4.       The foregoing resolution containing the amendment was duly\n                  adopted on April 9, 1999, by the Corporation's Board of\n                  Directors in accordance with the provisions of Section\n                  14-2-1002 of the Code.\n\n         IN WITNESS WHEREOF, the Corporation has caused this Amendment to be\nsigned by the undersigned duly authorized officer, this 12th day of April, 1999.\n\n   \n                                             WEBMD, INC.\n\n\n                                             By: \/s\/ W. Michael Heekin\n                                                --------------------------------\n\n                                             Name (print): W. Michael Heekin\n                                                          ----------------------\n\n                                             Title: Executive Vice President\n                                                   -----------------------------\n    \n\n\n&gt;PAGE&gt;   27\n\n\n                                    EXHIBIT A\n\n\n                          DESIGNATIONS OF PREFERENCES,\n                       LIMITATIONS, AND RELATIVE RIGHTS OF\n                     SERIES E PREFERRED STOCK OF WEBMD, INC.\n\n\n         For the purposes of these Designations, the following terms shall have\nthe meanings specified:\n\n         \"Any Common Stock\" shall mean the Corporation's common stock, with or\nwithout series designation.\n\n         \"Articles of Incorporation\" shall mean the Amended and Restated\nArticles of Incorporation of the Corporation, as amended from time to time.\n\n         \"Board of Directors\" shall mean the board of directors of the\nCorporation.\n\n         \"Bylaws\" shall mean the bylaws of the Corporation, as amended.\n\n         \"Common Equity\" shall mean Any Common Stock and any other securities\nentitled generally to participate in the earnings or assets of the Corporation.\n\n         \"Common Stock\" shall mean the voting common stock, without designation\nas to series and without par value per share, of the Corporation.\n\n         \"Common Stock Deemed Outstanding\" shall mean the total number of\noutstanding shares of Any Common Stock plus the total number of shares of Any\nCommon Stock of the Corporation into which all Common Stock Equivalents are\nexercisable or convertible, in each case other than shares held in the treasury\nof the Corporation.\n\n         \"Common Stock Equivalents\" shall mean any securities or rights\nconvertible or exercisable into or otherwise entitling the holder thereof,\ndirectly or indirectly, to receive additional shares of Any Common Stock.\n\n         \"Conversion Price\" shall have the meaning provided in Subsection (d)(1)\nhereof.\n\n         \"Conversion Shares\" shall mean the shares of Common Stock into which\neach share of Series E Preferred Stock is convertible pursuant to Section (d) of\nthese Designations.\n\n         \"Corporation\" shall mean WebMD, Inc., a Georgia corporation.\n\n         \"Designations\" shall mean the terms, preferences, limitations and\nrelative rights of the Series E Preferred Stock established hereby and set forth\nhereinafter.\n\n\n&gt;PAGE&gt;   28\n\n         \"Initial Public Offering\" shall have the meaning provided in the\nArticles of Incorporation.\n\n         \"Invested Amount\" per share of Series E Preferred Stock shall mean\n$541.70 per share (as adjusted pursuant to Section (d)(5) hereof after the\nOriginal Issue Date).\n\n         \"Liquidation\" shall have the meaning provided in Section (b) hereof.\n\n         \"Series E Preferred Stock\" shall mean the 185,000 shares of Series E\nPreferred Stock, without par value per share, hereby designated.\n\n         \"Original Issue Date\" shall mean, with respect to each share of Series\nE Preferred Stock, the date on which such share of Series E Preferred Stock is\nfirst issued by the Corporation.\n\n         \"Securities Act\" shall mean the federal Securities Act of 1933, as\namended.\n\n         The Designations granted to and imposed upon the Series E Preferred\nStock are as follows:\n\n         (a)      Dividend Rights. The holders of Series E Preferred Stock shall\nnot be entitled to receive dividends; provided, however, that no dividend shall\nbe paid on or declared and set apart for any share of Common Equity, other than\nthe Series A Preferred Stock, for any period unless at the same time an equal\ndividend for the same dividend period shall be paid on or declared and set apart\nfor each share of Series E Preferred Stock based on the number of Conversion\nShares into which each share is then convertible. No dividends shall be paid\nwith respect to the Series E Preferred Stock unless and until dividends have\nbeen declared and paid on the Corporation's Series A Preferred Stock in\naccordance with the Series A Preferred Stock Designations of Preferences,\nLimitations and Relative Rights. Dividends on shares of capital stock of the\nCorporation shall be payable only out of funds legally available therefor.\n\n         (b)      Liquidation Rights. In the event of the liquidation,\ndissolution or winding up for any reason, including, without limitation,\nbankruptcy, of the Corporation or any of the Corporation's subsidiaries, the\nassets of which constitute all or substantially all the assets of the business\nof the Corporation and its subsidiaries taken as a whole or such events\nspecified in the next sentence (each such event referred to as a \"Liquidation\"),\nthe holders of the outstanding shares of Series E Preferred Stock shall, at\ntheir election, be entitled to receive in exchange for and in redemption of each\nshare of their Series E Preferred Stock, and on a parity with the holders of any\ncapital stock ranking pari passu to (including the Series B, C and D Preferred\nStock), and prior to any capital stock ranking junior to, the Series E Preferred\nStock by reason of their ownership thereof, from any funds or assets legally\navailable for distribution to shareholders that portion of such funds, proceeds\nor assets in an amount equal to a fraction,\n\n                  (1)      the numerator of which is the number of Conversion\n         Shares to which the holder of such share of Series E Preferred Stock\n         would be entitled by virtue of \n\n\n&gt;PAGE&gt;   29\n\n         converting such share; and\n\n                  (2)      the denominator of which is the Common Stock Deemed\n         Outstanding immediately prior to such Liquidation;\n\nprovided, however, that, notwithstanding the foregoing, the amount payable to\nsuch holder of a share of Series E Preferred Stock in the event of a Liquidation\nof the Corporation, as provided above, shall not be less than, and shall be\nincreased if necessary (with sums payable to holders of shares of any other\ncapital stock to be reduced ratably per share as necessary) to equal, the\nInvested Amount plus declared but unpaid dividends payable with respect to such\nSeries E Preferred Stock; provided further, however, that no amount shall be\npaid with respect to the Series B, C, D or E Preferred Stock until the holders\nof the Corporation's Series A Preferred Stock have been paid in full all amounts\nowed upon a Liquidation to the holders of Series A Preferred Stock in accordance\nwith the Series A Preferred Stock Designation of Preferences, Limitations and\nRelative Rights. A Liquidation shall also be deemed to have occurred upon (i)\nthe acquisition of the Corporation by another entity by means of any transaction\nor series of related transactions (including, without limitation, any\nreorganization, merger or consolidation) that results in the Corporation's\nshareholders immediately prior to such transaction not holding (by virtue of\nsuch shares or securities issued solely with respect thereto) at least 50% of\nthe voting power of the surviving or continuing entity, or (ii) a sale,\nconveyance or disposition of all or substantially all of the assets of the\nCorporation unless the Corporation's shareholders immediately prior to such\ntransaction will, as a result of such sale, conveyance or disposition hold (by\nvirtue of securities issued as consideration for such sale, conveyance or\ndisposition) at least 50% of the voting power of the purchasing entity, or (iii)\nthe effectuation by the Corporation or its stockholders of a transaction or\nseries of related transactions that results in the Corporation's shareholders\nimmediately prior to such transaction not holding (by virtue of such shares or\nsecurities issued solely with respect thereto) at least 50% of the voting power\nof the Corporation.\n\n         To the extent necessary, the Corporation shall cause such actions to be\ntaken by any of its subsidiaries so as to enable the proceeds of a Liquidation\nto be distributed to the holders of shares of Series E Preferred Stock in\naccordance with this Section (b). All the preferential amounts to be paid to the\nholders of Series E Preferred Stock under this Section (b) shall be paid or set\napart for payment before the payment or setting apart for payment of any amount\nfor, or the distribution of any assets of the Corporation to, the holders of\nshares of Any Common Stock or any class or series of stock of the Corporation\nranking junior to Series E Preferred Stock in connection with a Liquidation as\nto which this Section (b) applies. If the assets or surplus funds to be\ndistributed to the holders of Series E Preferred Stock are insufficient to\npermit the payment to such holders of the full amounts payable to such holders,\nthe assets and surplus funds legally available for distribution shall be\ndistributed ratably among the holders of Series E Preferred Stock in proportion\nto the full amount each such holder is otherwise entitled to receive.\n\n         (c)      Voting Rights. Except as provided by the Georgia Business\nCorporation Code or as otherwise expressly provided herein, the Series E\nPreferred Stock shall be non-voting; provided, however, that, with respect to\nspecial class voting arrangements, each holder of a \n\n\n&gt;PAGE&gt;   30\n\nshare of Series E Preferred Stock shall be entitled to the number of votes equal\nto the number of Conversion Shares into which such share of Series E Preferred\nStock would be convertible under the circumstances described in Section (d)\nhereof on the record date for the vote or consent of shareholders.\n\n         (d)      Conversion. The holders of Series E Preferred Stock shall have\nconversion rights as follows (the \"Conversion Rights\"):\n\n                  (1)      Conversion Rate.\n\n                           (A)      For purposes of this Section (d), the shares\n                  of Series E Preferred Stock shall be convertible, at the times\n                  and under the conditions described in this Section (d)\n                  hereafter, at the rate (the \"Conversion Rate\") of one share of\n                  Series E Preferred Stock to the number of shares of Common\n                  Stock that equals the quotient obtained by dividing the\n                  Invested Amount by the Conversion Price (defined hereinafter).\n                  Thus, the number of shares of Common Stock to which a holder\n                  of Series E Preferred Stock shall be entitled upon any\n                  conversion provided for in this Section (d) shall be the\n                  product obtained by multiplying the Conversion Rate by the\n                  number of shares of Series E Preferred Stock being converted.\n                  Such conversion shall be deemed to have been made immediately\n                  prior to the close of business on the date of the surrender of\n                  the shares of Series E Preferred Stock to be converted in\n                  accordance with the procedures described in Subsection (d)(4)\n                  below. The \"Conversion Price\" shall be equal to $54.17, except\n                  as otherwise adjusted as provided hereafter in this Section\n                  (d). The initial Conversion Rate shall be one share of Series\n                  E Preferred Stock for 10 shares of Common Stock.\n\n                           (B)      No fractional shares of Common Stock shall\n                  be issued upon conversion of Series E Preferred Stock, and to\n                  the extent that the aggregate of all shares of Series E\n                  Preferred Stock surrendered at any one time by a single holder\n                  thereof would result in the issuance of a fractional share of\n                  Common Stock, such fractional share shall be redeemed in cash\n                  at the then effective Conversion Price per share, payable as\n                  promptly as possible when funds are legally available\n                  therefor.\n\n                  (2)      Optional. Subject to Subsection (d)(3) below, each\n         share of Series E Preferred Stock shall be convertible, at the option\n         of the holder thereof, at any time after the Effective Date (as defined\n         in Subsection (d)(9) below) in whole or in part, at the office of the\n         Corporation or any transfer agent for the Series E Preferred Stock,\n         into Common Stock at the then effective Conversion Rate.\n\n                  (3)      Automatic.\n\n                           (A)      Should the holders of at least a majority of\n                  the then outstanding shares of Series E Preferred Stock so\n                  elect at any time after the Effective Date by delivery of\n                  written notice or notices to the Corporation, each and every\n\n\n&gt;PAGE&gt;   31\n\n                  outstanding share of Series E Preferred Stock held by all\n                  holders of Series E Preferred Stock (whether or not so\n                  electing) shall automatically be converted into Common Stock\n                  at the then effective Conversion Rate. Such conversion shall\n                  be deemed to have been made immediately prior to the close of\n                  business on the date of receipt of the last written notice\n                  described above necessary to effect such request by a majority\n                  of holders. Such conversion shall be automatic, without need\n                  for any further action by the holders of shares of Series E\n                  Preferred Stock and regardless of whether the certificates\n                  representing such shares are surrendered to the Corporation or\n                  its transfer agent; provided, however, that the Corporation\n                  shall not be obligated to issue certificates evidencing the\n                  shares of Common Stock issuable upon such conversion unless\n                  certificates evidencing such shares of Series E Preferred\n                  Stock so converted are surrendered, or a notice that such\n                  certificates have been lost, stolen or destroyed shall have\n                  been given, to the Corporation in accordance with the\n                  procedures described in Subsection (d)(4) below. Upon the\n                  conversion of Series E Preferred Stock pursuant to this\n                  Subsection (d)(3)(A), the Corporation shall promptly send\n                  written notice thereof, by registered or certified mail,\n                  return receipt requested and postage prepaid, by hand delivery\n                  or by overnight delivery, to each holder of record of Series E\n                  Preferred Stock at his, her or its address then shown on the\n                  records of the Corporation, which notice shall state that\n                  certificates evidencing shares of Series E Preferred Stock\n                  must be surrendered at the office of the Corporation (or of\n                  its transfer agent for the Common Stock, if applicable) in the\n                  manner described in Subsection (d)(4) below.\n\n                           (B)      The Corporation shall notify each holder of\n                  Series E Preferred Stock at least ninety (90) days prior to\n                  the anticipated effective date of a registration statement\n                  filed by the Corporation under the Securities Act covering an\n                  Initial Public Offering; provided that, in the event the\n                  Corporation contemplates that such registration statement will\n                  become effective at any time during the ninety (90)-day period\n                  following the Original Issue Date, the Corporation shall\n                  provide such notice to each holder of Series E Preferred Stock\n                  at least ten (10) days prior to such effective date. Upon the\n                  closing of, but effective immediately prior to, the first sale\n                  in an Initial Public Offering, each and every share of\n                  outstanding Series E Preferred Stock held by all holders of\n                  Series E Preferred Stock shall automatically be converted into\n                  Common Stock at the then effective Conversion Rate. Such\n                  conversion shall be automatic, without need for any further\n                  action by the holders of shares of Series E Preferred Stock\n                  and regardless of whether the certificates representing such\n                  shares are surrendered to the Corporation or its transfer\n                  agent; provided, however, that the Corporation shall not be\n                  obligated to issue certificates evidencing the shares of\n                  Common Stock issuable upon such conversion unless certificates\n                  evidencing such shares of Series E Preferred Stock so\n                  converted are surrendered to the Corporation or the holder of\n                  record of such shares notifies the Corporation that such\n                  certificates have been lost, stolen or destroyed and executes\n                  an agreement to indemnify the Corporation from any loss\n                  incurred by it in connection with \n\n\n&gt;PAGE&gt;   32\n\n                  such certificates, in each case in accordance with the\n                  procedures described in Subsection (d)(4) below. Upon the\n                  conversion of Series E Preferred Stock pursuant to this\n                  Subsection (d)(3)(B), the Corporation shall promptly send\n                  written notice thereof, by registered or certified mail,\n                  return receipt requested and postage prepaid, by hand delivery\n                  or by overnight delivery, to each holder of record of Series E\n                  Preferred Stock at his, her or its address then shown on the\n                  records of the Corporation, which notice shall state that\n                  certificates evidencing shares of Series E Preferred Stock\n                  must be surrendered at the office of the Corporation (or of\n                  its transfer agent for the Common Stock, if applicable) in the\n                  manner described in Subsection (d)(4) below.\n\n                  (4)      Mechanics of Conversion. Before any holder of Series\n         E Preferred Stock shall be entitled to receive certificates\n         representing the shares of Common Stock into which shares of Series E\n         Preferred Stock are converted in accordance with Subsections (d)(2) or\n         (d)(3) above, such holder shall surrender the certificate or\n         certificates for such shares of Series E Preferred Stock, duly\n         endorsed, at the office of the Corporation or of any transfer agent for\n         the Series E Preferred Stock, and shall give written notice to the\n         Corporation at such office of the name or names in which such holder\n         wishes the certificate or certificates for shares of Common Stock to be\n         issued, if different from the name shown on the books and records of\n         the Corporation (the \"Conversion Notice\"); provided, that in lieu of\n         delivery of the certificates representing shares of Series E Preferred\n         Stock, a holder may notify the Corporation that such certificates have\n         been lost, stolen or destroyed and execute an agreement satisfactory to\n         the Corporation to indemnify the Corporation from any loss incurred by\n         it in connection with such certificates. The Conversion Notice shall\n         also contain such representations as may reasonably be required by the\n         Corporation to the effect that the shares to be received upon\n         conversion are not being acquired and will not be transferred in any\n         way that might violate the then applicable securities laws. The\n         Corporation shall, as soon as practicable thereafter and in no event\n         later than thirty (30) days after the delivery of said certificates,\n         issue and deliver at such office to such holder of Series E Preferred\n         Stock, or to the nominee or nominees of such holder as provided in the\n         Conversion Notice, a certificate or certificates for the number of\n         shares of Common Stock to which such holder shall be entitled as\n         aforesaid. The person or persons entitled to receive the shares of\n         Common Stock issuable upon a conversion pursuant to Subsections (d)(2)\n         or (d)(3) above shall be treated for all purposes as the record holder\n         or holders of such shares of Common Stock as of the effective date of\n         conversion specified in such section. All certificates issued upon the\n         exercise or occurrence of the conversion shall contain a legend\n         governing restrictions upon such shares imposed by law or agreement of\n         the holder or his, her or its predecessors.\n\n                  (5)      Adjustment for Subdivisions or Combinations of Common\n         Stock. In the event the Corporation at any time, or from time to time,\n         after the Original Issue Date effects a subdivision or combination of\n         Any Common Stock then outstanding into a greater or lesser number of\n         shares without a proportionate and corresponding subdivision or\n         combination of the outstanding Series E Preferred Stock, then and in\n         each such event the Conversion Price shall be decreased or increased\n         proportionately.\n\n\n&gt;PAGE&gt;   33\n\n                  (6)      Adjustments for Dividends, Distributions and Other\n         Common Stock Equivalents. In the event that the Corporation at any\n         time, or from time to time, after the Original Issue Date shall make or\n         issue, or fix a record date to determine the holders of Any Common\n         Stock or other Common Equity entitled to receive, a dividend or other\n         distribution payable in additional shares of Any Common Stock or Common\n         Stock Equivalents without payment of any consideration by such holder\n         of such Common Stock Equivalents or the additional shares of Any Common\n         Stock, and without a proportionate and corresponding dividend or other\n         distribution to holders of Series E Preferred Stock, then and in each\n         such event the maximum number of shares (as set forth in the instrument\n         relating thereto without regard to any provisions contained therein for\n         subsequent adjustment of such number) of the type of Any Common Stock\n         issuable in payment of such dividend or distribution or upon conversion\n         or exercise of such Common Stock Equivalents shall be deemed, for\n         purposes of this Subsection (d)(6), to be issued and outstanding as of\n         the time of such issuance or, in the event such a record date shall\n         have been fixed, as of the close of business on such record date. In\n         each such event the Conversion Price shall be decreased as of the time\n         of such issuance or, in the event such a record date shall have been\n         fixed, as of the close of business on such record date, by multiplying\n         the Conversion Price by a fraction,\n\n                           (A)      the numerator of which shall be the Common\n                  Stock Deemed Outstanding immediately prior to the time of such\n                  issuance or the close of business on such record date; and\n\n                           (B)      the denominator of which shall be the total\n                  number of shares of Common Stock Deemed Outstanding (not\n                  including any shares described in clause (ii) immediately\n                  below) immediately prior to the time of such issuance or the\n                  close of business on such record date, plus (ii) the number of\n                  shares of Any Common Stock issuable in payment of such\n                  dividend or distribution or upon conversion or exercise of\n                  such Common Stock Equivalents;\n\nprovided, however, that (i) if such record date shall have been fixed and such\ndividend is not fully paid or if such distribution is not fully made on the date\nfixed therefor, the Conversion Price shall be recomputed accordingly as of the\nclose of business on such record date and thereafter the Conversion Price shall\nbe adjusted pursuant to this Subsection (d)(6) as of the time of actual payment\nof such dividend or distribution; or (ii) if such Common Stock Equivalents\nprovide, with the passage of time or otherwise, for any decrease in the number\nof shares of Any Common Stock issuable upon conversion or exercise thereof (or\nupon the occurrence of a record date with respect thereto), the Conversion Price\ncomputed upon the original issue thereof (or upon the occurrence of a record\ndate with respect thereto), and any subsequent adjustments based thereon, shall,\nupon any such decrease becoming effective, be recomputed to reflect such\ndecrease insofar as it affects the rights of conversion or exercise of the\nCommon Stock Equivalents then outstanding; or (iii) upon the expiration of any\nrights of conversion or exercise under any unexercised Common Stock Equivalents,\nthe Conversion Price computed upon the original issue thereof (or upon the\noccurrence of a record date with  \n\n\n&gt;PAGE&gt;   34\nrespect thereto), and any subsequent adjustments based thereon, shall,\nupon such expiration, be recomputed as if the only additional shares of Any\nCommon Stock issued were the shares of such stock, if any, actually issued upon\nthe conversion or exercise of such Common Stock Equivalents; or (iv) in the\nevent of issuance of Common Stock Equivalents that expire by their terms not\nmore than sixty (60) days after the date of issuance thereof, no adjustments of\nthe Conversion Price shall be made until the expiration or exercise of all such\nCommon Stock Equivalents, whereupon the adjustment otherwise required by this\nSubsection (d)(6) shall be made in the manner provided herein.\n\n                  (7)      Adjustment of Conversion Rate for Diluting Issues.\n         Except as otherwise provided in this Subsection (d)(7), in the event,\n         and each time as, the Corporation sells or issues shares of Any Common\n         Stock or Common Stock Equivalents following the Original Issue Date, at\n         a per share consideration (as defined below) less than the Conversion\n         Price then in effect, then the Conversion Price shall be adjusted as\n         provided in this Subsection (d)(7). For purposes of the foregoing, the\n         per share consideration with respect to the sale or issuance of a share\n         of Any Common Stock shall be the price per share received by the\n         Corporation, prior to the payment of any expenses, commissions,\n         discounts and other applicable costs. With respect to the sale or\n         issuance of Common Stock Equivalents that are convertible or\n         exercisable into or exchangeable for Any Common Stock without further\n         consideration, the per share consideration shall be determined by\n         dividing the maximum number of shares (as set forth in the instrument\n         relating thereto without regard to any provisions contained therein for\n         subsequent adjustment of such number) of Any Common Stock issuable,\n         directly or indirectly with respect to such Common Stock Equivalents\n         into the aggregate consideration received by the Corporation upon the\n         sale or issuance of such Common Stock Equivalents. With respect to the\n         issuance of all other Common Stock Equivalents, the per share\n         consideration shall be determined by dividing the maximum number of\n         shares (as set forth in the instrument relating thereto without regard\n         to any provisions contained therein for subsequent adjustment of such\n         number) of Any Common Stock issuable with respect to such Common Stock\n         Equivalents into the aggregate consideration received by the\n         Corporation upon the sale or issuance of such Common Stock Equivalents\n         plus the total consideration receivable by the Corporation upon\n         conversion or exercise of such Common Stock Equivalents. The issuance\n         of shares of Any Common Stock or Common Stock Equivalents for no\n         consideration shall be deemed to be an issuance of shares of Any Common\n         Stock at a per share consideration of $.01. In connection with the sale\n         or issuance of Common Stock and\/or Common Stock Equivalents for\n         non-cash consideration, the amount of consideration shall be determined\n         by the Board of Directors in good faith.\n\n                  As used herein, \"Additional Shares of Common Stock\" shall\n         mean, with respect to such adjustments to be made to the Conversion\n         Price, either shares of Any Common Stock issued subsequent to the\n         Original Issue Date, or, with respect to the issuance of Common Stock\n         Equivalents, the maximum number of shares (as set forth in the\n         instrument relating thereto without regard to any provisions contained\n         therein for subsequent adjustment of such number) of Any Common Stock\n         issuable in exchange for, upon conversion of, or upon exercise of such\n         Common Stock Equivalents.\n\n\n&gt;PAGE&gt;   35\n\n                           (A)      Upon the issuance or sale by the Corporation\n                  of Additional Shares of Common Stock to the public pursuant to\n                  an effective registration statement under the Securities Act\n                  of 1933, as amended (the \"IPO Registration Statement\"), either\n                  at a price per share to the public (the \"IPO Price\") less than\n                  111% of the Conversion Price then in effect or where the\n                  midpoint of the price range set forth on the cover page of the\n                  prospectus forming a part of the IPO Registration Statement\n                  when such prospectus is first filed with the Securities and\n                  Exchange Commission (the \"Filing Midpoint\") is less than the\n                  Conversion Price then in effect, the Conversion Price shall be\n                  reduced to the lower of (i) 90% of the Conversion Price then\n                  in effect or (ii) the Conversion Price then in effect less 50%\n                  of the difference between the Conversion Price then in effect\n                  and the lesser of (A) 90% of the IPO Price or (B) the Filing\n                  Midpoint.\n\n                           (B)      Upon each issuance or sale by the\n                  Corporation of Any Common Stock for a per share consideration\n                  less than the Conversion Price as in effect on the date of\n                  such issuance, the Conversion Price as in effect on such date\n                  shall be adjusted by multiplying it by a fraction:\n\n                                    (i)      the numerator of which shall be the\n                           total number of shares of Common Stock Deemed\n                           Outstanding immediately prior to the issuance or sale\n                           of such Additional Shares of Common Stock plus the\n                           number of shares of Any Common Stock that the\n                           aggregate net consideration received by the\n                           Corporation for the total number of such Additional\n                           Shares of Common Stock so issued or sold would\n                           purchase at the Conversion Price then in effect; and\n\n                                    (ii)     the denominator of which shall be\n                           the total number of shares of Common Stock Deemed\n                           Outstanding immediately prior to the issuance or sale\n                           of such Additional Shares of Common plus the number\n                           of shares of Any Common Stock so issued.\n\n                           (C)      Upon each issuance or sale by the\n                  Corporation of Common Stock Equivalents that are exchangeable\n                  without further consideration into Common Stock, for a per\n                  share consideration less than the Conversion Price as in\n                  effect on the date of such issuance, the Conversion Price\n                  shall be adjusted as provided in paragraph (B) of this\n                  Subsection (d)(7) on the basis that the Additional Shares of\n                  Common Stock are to be treated as having been issued on the\n                  date of issuance or sale of the Common Stock Equivalents, and\n                  the aggregate consideration received by the Corporation for\n                  such Common Stock Equivalents shall be deemed to have been\n                  received for such Additional Shares of Common Stock.\n\n                           (D)      Upon each issuance or sale by the\n                  Corporation of Common Stock Equivalents other than those\n                  described in paragraph (C) of this Subsection (d)(7) for a per\n                  share consideration less than the Conversion Price as in\n                  effect on the date of such issuance, the Conversion Price\n                  shall be adjusted as provided in \n&gt;PAGE&gt;   36\n                  paragraph (B) of this Subsection (d)(7) on the basis that the\n                  Additional Shares of Common Stock are to be treated as having\n                  been issued on the date of issuance or sale of such Common\n                  Stock Equivalents, and the aggregate consideration received\n                  and receivable by the Corporation upon the sale and issuance\n                  and on conversion or exercise of such Common Stock Equivalents\n                  shall be deemed to have been received for such Additional\n                  Shares of Common Stock.\n\n                           (E)      Once any Additional Shares of Common Stock\n                  have been treated as having been issued or sold for the\n                  purpose of this Subsection (d)(7), they shall be treated as\n                  issued and outstanding shares of Any Common Stock whenever any\n                  subsequent calculations must be made pursuant hereto; provided\n                  that on the expiration of any options, warrants or rights to\n                  purchase Additional Shares of Common Stock, the termination of\n                  any rights to convert or exchange for Additional Shares of\n                  Common Stock, or the expiration of any options or rights\n                  related to such convertible or exchangeable securities on\n                  account of which an adjustment in the Conversion Price has\n                  been made previously pursuant to this Subsection (d)(7), such\n                  Conversion Price shall forthwith be readjusted to the\n                  Conversion Price as would have obtained had the adjustment\n                  made upon the issuance of such options, warrants, rights,\n                  securities or options or rights related to such securities\n                  been made upon the basis of the issuance of only the number of\n                  shares of Any Common Stock actually issued upon the exercise\n                  of such options, warrants or rights, upon the conversion or\n                  exchange of such securities or upon the exercise of the\n                  options or rights related to such securities.\n\n                           (F)      Upon each issuance or sale by the\n                  Corporation of Additional Shares of Common Stock in connection\n                  with any merger, consolidation or other reorganization in\n                  which the Corporation is the surviving corporation which\n                  results in an adjustment pursuant to this Subsection (d)(7),\n                  the amount of consideration received therefrom shall be deemed\n                  to be the fair market value, as determined in good faith by\n                  the Board of Directors, of such portion of the assets and\n                  business of the non-surviving person or persons as the Board\n                  of Directors determines in good faith to be attributable to\n                  such Additional Shares of Common Stock and evidence of such\n                  determination shall be filed with the minutes of the\n                  Corporation.\n\n                           (G)      The foregoing notwithstanding, no adjustment\n                  of the Conversion Price shall be made pursuant to this\n                  Subsection (d)(7) as a result of the issuance of:\n\n                                    (i)      any shares of Common Stock upon the\n                           conversion of shares of Series E Preferred Stock;\n\n                                    (ii)     except as specifically contemplated\n                           by Subsection (d)(7)(A), securities of the\n                           Corporation offered to the public pursuant to an\n                           effective registration statement under the Securities\n                           Act;\n\n\n&gt;PAGE&gt;   37\n\n                                    (iii)    the Corporation's securities\n                           pursuant to the acquisition by the Corporation of any\n                           product, technology, know-how or another corporation\n                           by merger, purchase of all or substantially all the\n                           securities or assets, or any other reorganization\n                           whereby the Corporation owns over fifty percent (50%)\n                           of the voting power of such corporation;\n\n                                    (iv)     any shares of Common Stock or\n                           Common Stock Equivalents pursuant to which the\n                           Conversion Price is adjusted under Subsection (5),\n                           (6), (8) or (9) of this Section (d) (including,\n                           without limitation, any shares of Common Stock or\n                           Common Stock Equivalents pursuant to which a\n                           proportionate and corresponding dividend is made to\n                           the holders of the Series E Preferred Stock as\n                           contemplated by Subsections (d)(6) or (8));\n\n                                    (v)      any shares of Any Common Stock\n                           issued at any time following the Original Issue Date\n                           pursuant to options, warrants or rights granted\n                           either before or after the Original Issue Date to\n                           purchase shares of such series of Any Common Stock,\n                           less the number of any such options, warrants or\n                           rights that are repurchased by the Corporation, are\n                           canceled or expire, in each case in favor of\n                           employees, directors, officers or consultants of the\n                           Corporation or any subsidiary thereof pursuant to a\n                           stock option plan or agreement approved by the Board\n                           of Directors; provided, however, that such stock\n                           options thereunder, if granted after the Original\n                           Issue Date, are granted at a conversion or exercise\n                           price that the Board of Directors determines in good\n                           faith is not less than the fair market value of the\n                           securities into which they are exercisable as of the\n                           date of grant; or\n\n                                    (vi)     any shares of Any Common Stock\n                           issued pursuant to the exchange, conversion or\n                           exercise of any Common Stock Equivalents that have\n                           previously been incorporated into computations\n                           hereunder on the date when such Common Stock\n                           Equivalents were issued.\n\n                  (8)      In-Kind Distributions. In the event the Corporation\n         shall declare a distribution payable generally to holders of its\n         outstanding shares of Common Equity in any securities of other persons,\n         evidences of indebtedness issued by the Corporation or other persons or\n         assets (excluding cash dividends) then, in each such case for the\n         purpose of this subsection (d)(8) the holders of the Series E Preferred\n         Stock shall be entitled to a proportionate of any such distribution as\n         though they were the holders of the Conversion Shares as of the record\n         date fixed for determination of the holders of Common Equity entitled\n         to such distribution.\n\n                  (9)      Adjustment of Conversion Shares--Delay Shares. In the\n         event the Corporation has not issued or sold any Additional Shares of\n         Common Stock to the public pursuant to an effective registration\n         statement under the Securities Act of 1933, as amended, on or prior to\n         the Effective Date, the Conversion Price then in effect shall \n\n\n&gt;PAGE&gt;   38\n\n         be adjusted to 71.72% of the Conversion Price then in effect. As used\n         herein, the \"Effective Date\" shall mean January 15, 2000 plus the\n         number of days during the period from and including (i) the date that\n         Corporation receives notice from the Securities and Exchange Commission\n         that the Corporation should discontinue the disposition of the Common\n         Stock contemplated by the Registration Statement of the Corporation on\n         Form S-1 (No. 333-71359), as amended, as a result of the issuance of\n         the Series E Preferred Stock or the Series F Preferred Stock or the\n         transactions contemplated by the Master Agreement dated as of April 10,\n         1999 (the \"Master Agreement\") between the Corporation and Microsoft\n         Corporation to and including (ii) the date the Corporation can resume\n         such disposition pursuant to such registration statement or another\n         registration statement covering the sale of any Additional Common Stock\n         to the public. Any adjustment in the Conversion Rate pursuant to this\n         subsection (d)(9) shall not result in an adjustment to the Conversion\n         Rate pursuant to subsection (d)(7) hereof or subsection (d)(7) of the\n         Designations of Preferences, Limitations and Relative Rights of Series\n         F Preferred Stock of WebMD, Inc., but the Conversion Rate as adjusted\n         pursuant to this subsection (d)(9) shall become the Conversion Rate for\n         purposes of any further adjustments under subsection (d)(7) hereof.\n\n                  (10)     De Minimis Adjustments. No adjustment to the\n         Conversion Price shall be made if such adjustment would result in a\n         change in the Conversion Price of less than $.01. Any adjustment of\n         less than $.01 that is not made shall be carried forward and shall be\n         made at the time of and together with any subsequent adjustment that,\n         on a cumulative basis, amounts to an adjustment of $.01 or more in the\n         Conversion Price.\n\n                  (11)     No Impairment. Except as provided in Section (e)\n         hereof, the Corporation shall not, by amendment of the Articles of\n         Incorporation or the Bylaws or through any reorganization, transfer of\n         assets, consolidation, merger, dissolution, issue or sale of securities\n         or any other voluntary action, avoid or seek to avoid the observance or\n         performance of any of the terms to be observed or performed hereunder\n         by the Corporation, but shall at all times in good faith assist in the\n         carrying out of all the provisions of this Section (d) and in the\n         taking of all such action as may be necessary or appropriate in order\n         to protect the Conversion Rights of the holders of the Series E\n         Preferred Stock against impairment.\n\n                  (12)     Certificate as to Adjustments. Upon the occurrence of\n         each adjustment or readjustment of the Conversion Price pursuant to\n         this Section (d), the Corporation at its expense shall promptly compute\n         such adjustment or readjustment in accordance with the terms hereof and\n         cause independent public accountants selected by the Corporation to\n         verify such computation and prepare and furnish to each holder of\n         Series E Preferred Stock a certificate setting forth such adjustment or\n         readjustment and showing in detail the facts upon which such adjustment\n         or readjustment is based. The Corporation shall, upon the written\n         request at any time of any holder of Series E Preferred Stock, furnish\n         or cause to be furnished to such holder a like certificate setting\n         forth (i) such adjustments and readjustments, (ii) the Conversion Price\n         and the Conversion Rate at that time in effect, and (iii) the number of\n         shares of Common Stock and the amount, if \n\n\n&gt;PAGE&gt;   39\n\n         any, of other property that at that time would be received upon the\n         conversion of Series E Preferred Stock.\n\n                  (13)     Notices of Record Date. In the event of any taking by\n         the Corporation of a record of the holders of any series or class of\n         securities other than Series E Preferred Stock for the purpose of\n         determining the holders thereof who are entitled to receive any\n         dividend or other distribution, any Common Stock Equivalents or any\n         right to subscribe for, purchase or otherwise acquire any shares of\n         stock of any class or any other securities or property, or to receive\n         any other right, the Corporation shall mail to each holder of Series E\n         Preferred Stock, at least twenty (20) days prior to the date specified\n         therein, a notice specifying the date on which any such record is to be\n         taken for the purpose of such dividend, distribution or rights, and the\n         amount and character of such dividend, distribution or rights.\n\n                  (14)     Reservation of Stock Issuable Upon Conversion. The\n         Corporation shall at all times reserve and keep available out of its\n         authorized but unissued shares of Common Stock solely for the purpose\n         of effecting the conversion of the shares of the Series E Preferred\n         Stock such number of its shares of Common Stock as shall from time to\n         time be sufficient to effect the conversion of all outstanding shares\n         of the Series E Preferred Stock; and if at any time the number of\n         authorized but unissued shares of Common Stock shall be insufficient to\n         effect the conversion of all then outstanding shares of the Series E\n         Preferred Stock, the Corporation shall take such corporate action as\n         may, in the opinion of its counsel, be necessary to increase its\n         authorized but unissued shares of Common Stock to such number of shares\n         as shall be sufficient for such purpose.\n\n         (e)      Protective Provisions. In addition to any other rights\nprovided by law, so long as any shares of Series E Preferred Stock are then\noutstanding, except where the vote or written consent of the holders of a\ngreater number of shares is required by law or by another provision of the\nArticles of Incorporation, without first obtaining the affirmative vote or\nwritten consent of the holders of a majority of the total number of shares of\nSeries E Preferred Stock outstanding, voting together as a single class, the\nCorporation shall not, and shall cause its subsidiaries not to:\n\n                  (1)      amend or repeal any provision of, or add any\n         provision to, the Articles of Incorporation or the Bylaws, or file any\n         certificate of designations, preferences, limitations and relative\n         rights of any series or class of preferred stock, if such action would\n         alter or change the preferences, rights, privileges or powers of, or\n         restrictions provided for the benefit of holders of Series E Preferred\n         Stock;\n\n                  (2)      create or authorize the creation of any additional\n         series or class of shares of stock, or increase the authorized amount\n         of any series or class of capital stock, unless the same ranks junior\n         or pari passu to the Series E Preferred Stock as to dividends and the\n         distribution of assets upon a Liquidation of the Corporation;\n         regardless of whether any such creation, authorization or increase\n         shall be by means of amendment to the Articles of Incorporation, or by\n         merger, consolidation or otherwise;\n\n\n&gt;PAGE&gt;   40\n\n                  (3)      increase or decrease the authorized number of shares\n         of the Series E Preferred Stock;\n\n                  (4)      take any action that would alter or change the\n         preferences, rights, privileges or powers of, or restrictions provided\n         for the benefit of holders of Series E Preferred Stock in one or more\n         of the ways set forth in Section 14-2-1004(a) of the Code;\n\n                  (5)      purchase, redeem or otherwise acquire for value any\n         shares of any class of its capital stock or cause or permit any\n         employee stock ownership plan, including any Employee Stock Ownership\n         Plan as defined in ss. 4975(e)(7) of the Internal Revenue Code of 1986,\n         as amended, to purchase shares of any class of its capital stock,\n         except pursuant to a stock option or employee stock ownership plans or\n         restricted stock agreements, or in exercise of any right of first\n         refusal of the Corporation upon a proposed transfer that is, in each\n         case, in existence on the Original Issue Date; provided, however that\n         such restriction shall not apply in the event that either (i) the\n         holders of Series E Preferred Stock are permitted to participate in\n         such purchase, redemption or acquisition, each such holder being\n         entitled to sell some or all of his, her or its pro rata portion of\n         such capital stock based on the number of Conversion Shares held by\n         such holder in proportion to the sum of the number of Conversion Shares\n         and the number of shares of Any Common Stock then issued or issuable on\n         a fully diluted basis, or (ii) such purchase, redemption or acquisition\n         has received the prior affirmative vote or written consent of the\n         holders of a majority of the total number of shares of Series E\n         Preferred Stock outstanding, voting together as a single class;\n\n                  (6)      enter into any transaction or series of related\n         transactions which result in (i) the acquisition of the Corporation by\n         another entity by means of any transaction or series of related\n         transactions (including, without limitation, any reorganization, merger\n         or consolidation) that results in the Corporation's shareholders\n         immediately prior to such transaction not holding (by virtue of such\n         shares or securities issued solely with respect thereto) at least 60%\n         of the voting power of the surviving or continuing entity, or (ii) a\n         sale, conveyance or disposition of all or substantially all of the\n         assets of the Corporation unless the Corporation's shareholders\n         immediately prior to such transaction will, as a result of such sale,\n         conveyance or disposition hold (by virtue of securities issued as\n         consideration for such sale, conveyance or disposition) at least 60% of\n         the voting power of the purchasing entity, or (iii) the effectuation by\n         the Corporation or its stockholders of a transaction or series of\n         related transactions that results in the Corporation's shareholders\n         immediately prior to such transaction not holding (by virtue of such\n         shares or securities issued solely with respect thereto) at least 60%\n         of the voting power of the Corporation;\n\n                  (7)      create and issue any new class or series or issue\n         additional shares (other than to shareholders of the Corporation\n         (immediately prior to such issuance)) of any class or series of capital\n         stock ranking pari passu to or junior to the Series E Preferred Stock\n         or Any Common Stock in an amount which would result in the holders\n         thereof \n\n\n&gt;PAGE&gt;   41\n\n         (other than to shareholders of the Corporation immediately prior to\n         such issuance) having in the aggregate a greater number of shares on a\n         Common Stock Deemed Outstanding basis than the total Common Stock\n         Deemed Outstanding and held by Microsoft Corporation and its Authorized\n         Transferees, as defined in the Master Agreement.\n\n                  (8)      amend the provisions of this Section (e);\n\n         provided, however, that the Corporation may amend the Corporation's\n         Series A Preferred Stock to provide for a Liquidation as defined\n         herein.\n\n         (f)      Notices. Any notice required by the provisions hereof to be\ngiven to the holders of shares of Series E Preferred Stock shall be deemed given\non the third (3rd) business day following (and not including) the date on which\nsuch notice is deposited in the United States Mail, first-class, postage\nprepaid, and addressed to each holder of record at his, her or its address\nappearing on the books of the Corporation. Notice by any other means shall not\nbe deemed effective until actually received.\n\n&gt;PAGE&gt;   42\n\n                          DESIGNATIONS OF PREFERENCES,\n                       LIMITATIONS, AND RELATIVE RIGHTS OF\n                     SERIES F PREFERRED STOCK OF WEBMD, INC.\n\n         The designations of preferences, limitations, and relative rights\ngranted to and imposed upon the Series F Preferred Stock are identical to the\ndesignations of preferences, limitations, and relative rights of Series E\nPreferred Stock of WebMD, Inc., (the \"Series E Designations\"), except with\nrespect to certain definitions, Dividend Rights, Liquidation Rights and\nAdjustment of Conversion Rate-Delay Shares. Whenever the Series E Designations\nrefers to \"Series E Preferred Stock,\" this Designation shall refer to the\n\"Series F Preferred Stock,\" and the Series E Preferred Stock shall mean, for\npurposes of this Designation, the 1,180,000 shares of Series F Preferred Stock,\nwithout par value per share hereby designated. The Dividend Rights, Liquidation\nRights and Adjustment of Conversion Rate-Delay Shares for the Series F Preferred\nStock are as follows:\n\n         (a)      Dividend Rights. The holders of Series F Preferred Stock shall\nnot be entitled to receive dividends; provided, however, that no dividend shall\nbe paid on or declared and set apart for any share of Any Common Stock for any\nperiod unless at the same time an equal dividend for the same dividend period\nshall be paid on or declared and set apart for each share of Series E Preferred\nStock based on the number of Conversion Shares into which each share is then\nconvertible. Dividends on shares of capital stock of the Corporation shall be\npayable only out of funds legally available therefor.\n\n         (b)      Liquidation Rights. In the event of the liquidation,\ndissolution or winding up for any reason, including, without limitation,\nbankruptcy, of the Corporation or any of the Corporation's subsidiaries, the\nassets of which constitute all or substantially all the assets of the business\nof the Corporation and its subsidiaries taken as a whole or such events\nspecified in the next sentence (each such event referred to as a \"Liquidation\"),\nthe holders of the outstanding shares of Series F Preferred Stock shall be\nentitled to receive in exchange for and in redemption of each share of their\nSeries F Preferred Stock from any funds or assets legally available for\ndistribution to shareholders that portion of such funds, proceeds or assets in\nan amount equal to a fraction,\n\n                  (1)      the numerator of which is the number of Conversion\nShares to which the holder of such share of Series F Preferred Stock would be\nentitled by virtue of converting such share; and\n\n                  (2)      the denominator of which is the Common Stock Deemed\nOutstanding immediately prior to such Liquidation;\n\nprovided, however, that no amount shall be paid with respect to the Series F\nPreferred Stock until the holders of the Corporation's Series A, B, C, D and E\nPreferred Stock have been paid in full all amounts owed upon a Liquidation to\nthe holders of Series A, B, C, D and E Preferred Stock in accordance with their\nrespective Designations of Preferences, Limitations and Relative Rights. A\nLiquidation shall also be deemed to have occurred upon (i) the\n\n\n\n                                       1\n&gt;PAGE&gt;   43\n\nacquisition of the Corporation by another entity by means of any transaction or\nseries of related transactions (including, without limitation, any\nreorganization, merger or consolidation) that results in the Corporation's\nshareholders immediately prior to such transaction not holding (by virtue of\nsuch shares or securities issued solely with respect thereto) at least 50% of\nthe voting power of the surviving or continuing entity, or (ii) a sale,\nconveyance or disposition of all or substantially all of the assets of the\nCorporation unless the Corporation's shareholders immediately prior to such\ntransaction will, as a result of such sale, conveyance or disposition hold (by\nvirtue of securities issued as consideration for such sale, conveyance or\ndisposition) at least 50% of the voting power of the purchasing entity, or (iii)\nthe effectuation by the Corporation or its stockholders of a transaction or\nseries of related transactions that results in the Corporation's shareholders\nimmediately prior to such transaction not holding (by virtue of such shares or\nsecurities issued solely with respect thereto) at least 50% of the voting power\nof the Corporation.\n\n         (d)(9) Adjustment of Conversion Rate-Delay Shares. In the event the\nCorporation has not issued or sold any Additional Shares of Common Stock to the\npublic pursuant to an effective registration statement under the Securities Act\nof 1933, as amended, on or prior to the Effective Date, the Conversion Price\nthen in effect shall be adjusted to 86% of the Conversion Price then in effect.\nAs used herein, the \"Effective Date\" shall mean January 15, 2000 plus the number\nof days during the period from and including (i) the date that Corporation\nreceives notice from the Securities and Exchange Commission that the Corporation\nshould discontinue the disposition of the Common Stock contemplated by the\nRegistration Statement of the Corporation on Form S-1 (No. 333-71359), as\namended, as a result of the issuance of the Series E Preferred Stock or the\nSeries F Preferred Stock or the transactions contemplated by the Master\nAgreement dated as of April 10, 1999 (the \"Master Agreement\") between the\nCorporation and Microsoft Corporation to and including (ii) the date the\nCorporation can resume such disposition pursuant to such registration statement\nor another registration statement covering the sale of any Additional Common\nStock to the public. Any adjustment in the Conversion Rate pursuant to this\nsubsection (d)(9) hereof shall not result in an adjustment to the Conversion\nRate pursuant to subsection (d)(7) hereof or subsection (d)(7) of the Series E\nDesignations, but the Conversion Rate as adjusted pursuant to this subsection\n(d)(9) shall become the Conversion Rate for purposes of any further adjustments\nunder subsection (d)(7) hereof.\n\n\n\n\n\n\n\n\n                                       2\n&gt;PAGE&gt;   44\n\n                  ARTICLES OF AMENDMENT TO AMENDED AND RESTATED\n                    ARTICLES OF INCORPORATION OF WEBMD, INC.\n\n\n\n\n         In accordance with Section 14-2-1006 of the Georgia Business\nCorporation Code (the \"Code\"), WebMD, Inc. (the \"Corporation\"), a corporation\norganized and existing under and by virtue of the Code, DOES HEREBY CERTIFY:\n\n         1.       The name of the Corporation is WebMD, Inc.\n\n         2.       The following resolutions setting forth amendments to the\n                  Corporation's Articles of Incorporation have been duly adopted\n                  by the Board of Directors:\n\n                           RESOLVED, THAT ARTICLE II.B OF THE AMENDED AND\n                  RESTATED ARTICLES OF INCORPORATION IS HEREBY AMENDED BY\n                  DELETING THE SENTENCE WHICH READS \"THE CORPORATION IS\n                  AUTHORIZED TO ISSUE 185,000 SHARES OF SERIES E CONVERTIBLE\n                  PREFERRED STOCK, WITHOUT PAR VALUE PER SHARE (THE \"SERIES E\n                  PREFERRED STOCK\") AND 1,180,000 SHARES OF SERIES F CONVERTIBLE\n                  PREFERRED STOCK, WITHOUT PAR VALUE PER SHARE (THE \"SERIES F\n                  PREFERRED STOCK\")\" AND INSERTING THE FOLLOWING SENTENCE IN\n                  LIEU THEREOF:\n\n                                    \"THE CORPORATION IS AUTHORIZED TO ISSUE\n                           792,000 SHARES OF SERIES E CONVERTIBLE PREFERRED\n                           STOCK, WITHOUT PAR VALUE PER SHARE (THE \"SERIES E\n                           PREFERRED STOCK\") AND 1,180,000 SHARES OF SERIES F\n                           CONVERTIBLE PREFERRED STOCK, WITHOUT PAR VALUE PER\n                           SHARE (THE \"SERIES F PREFERRED STOCK\").\"\n\n                            RESOLVED, that the definition of \"Series E Preferred\n                                Stock\" set forth in the Designations of\n                                Preferences, Limitations, and Relative Rights of\n                                Series E Preferred Stock Of WebMD, Inc.\n                                contained in Article II.B of the Amended and\n                                Restated Articles of Incorporation is hereby\n                                deleted in its entirety and the following is\n                                inserted in lieu thereof:\n\n                                    \"\"SERIES E PREFERRED STOCK\" SHALL MEAN THE\n                           792,000 SHARES OF SERIES E PREFERRED STOCK, WITHOUT\n                           PAR VALUE PER SHARE, HEREBY DESIGNATED.\"\n\n         3.       The foregoing resolutions containing the amendments were duly\n                  adopted on May 6, 1999, by the Corporation's Board of\n                  Directors in accordance with the provisions of Section\n                  14-2-602 of the Code.\n\n\n&gt;PAGE&gt;   45\n\n\n\n                                   WEBMD, INC.\n                          REGISTRATION RIGHTS AGREEMENT\n                    FOR SERIES E AND SERIES F PREFERRED STOCK\n\n\n         THIS REGISTRATION RIGHTS AGREEMENT (the \"Agreement\") is made and\nentered into as of the 13th day of May, 1999, among WebMD, Inc., a Georgia\ncorporation (the \"Company\"), and Microsoft Corporation, a Washington corporation\n(the \"Purchaser\").\n\n                                    RECITALS:\n\n         A.       The Purchaser has the right to purchase up to 461,510 shares\nof the Company's Series E Preferred Stock (the \"Series E Preferred Stock\")\npursuant to an Investment Agreement dated as of May 12, 1999 (the \"Series E\nInvestment Agreement\") between the Company and the Purchaser.\n\n         B.       The Purchaser has purchased a Warrant entitling the holder\nthereof to purchase 7,614,916 shares of the Company's (i) Common Stock Series D\nprior to the Initial Public Offering (as defined in the Articles of\nIncorporation) and (ii) Common Stock without series designation after the\nInitial Public Offering pursuant to a Warrant Agreement dated as of even date\nherewith (the \"Warrant Agreement\") between the Purchaser and the Company.\n\n         C.       The Purchaser has made an offer to all shareholders of the\nCompany to purchase any and all shares of the Company's Series F Preferred Stock\n(the \"Series F Preferred Stock\") issued and outstanding as of the consummation\nof such offer pursuant to an Offer to Purchase dated April 10, 1999 (the \"Offer\nto Purchase.\")\n\n         D.       The Company and the Purchaser desire to set forth the\nregistration rights to be granted by the Company to the Purchaser.\n\n         NOW, THEREFORE, in consideration of the mutual promises,\nrepresentations, warranties, covenants, and conditions set forth herein, in the\nWarrant Agreement and in the Series E Investment Agreement, the parties mutually\nagree as follows:\n\n\n                                   AGREEMENT:\n\n         1.       Certain Definitions. As used in this Agreement, the following\nterms shall have the following respective meanings:\n\n         \"Articles of Incorporation\" means the Amended and Restated Articles of\nIncorporation of the Company as filed with the Secretary of State of the State\nof Georgia, as amended from time to time.\n\n\n\n&gt;PAGE&gt;   46\n\n         \"Commission\" shall mean the Securities and Exchange Commission or any\nother federal agency at the time administering the Securities Act.\n\n         \"Common Stock\" shall mean the voting common stock, without designation\nas to series and without par value per share, of the Company and any and all\nshares of capital stock or other equity securities of: (i) the Company which are\nadded to or exchanged or substituted for the Common Stock by reason of the\ndeclaration of any stock dividend or stock split, the issuance of any\ndistribution or the reclassification, readjustment, recapitalization or other\nsuch modification of the capital structure of the Company; and (ii) any other\ncorporation, now or hereafter organized under the laws of any state or other\ngovernmental authority, with which the Company is merged, which results from any\nconsolidation or reorganization to which the Company is a party, or to which is\nsold all or substantially all of the shares or assets of the Company, if\nimmediately after such merger, consolidation, reorganization or sale, the\nCompany or any Stockholders of the Company own equity securities having in the\naggregate more than fifty percent (50%) of the total voting power of such other\ncorporation.\n\n         \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as\namended, and the rules and regulations of the Commission promulgated thereunder.\n\n         \"Family Member\" shall mean (a) with respect to any individual, such\nindividual's spouse, any descendants (whether natural, adopted or in the process\nof adoption), any trust all of the beneficial interests of which are owned by\nany of such individuals or by any of such individuals together with any\norganization described in Code Section 501(c)(3), the estate of any such\nindividual, and any corporation, association, partnership or limited liability\ncompany all of the equity interests of which are owned by those above described\nindividuals, trusts or organizations and (b) with respect to any trust, the\nowners of the beneficial interests of such trust.\n\n         \"Form S-3\" means such form under the Securities Act as in effect on the\ndate hereof or any registration form under the Securities Act subsequently\nadopted by the Commission which permits inclusion or incorporation of\nsubstantial information by reference to other documents filed by the Company\nwith the Commission.\n\n         \"Holder\" shall mean the Purchaser or any of such Holder's respective\nsuccessors and assigns who acquire rights in accordance with this Agreement with\nrespect to the Registrable Securities directly or indirectly from such Holder.\n\n         \"Initial Public Offering\" means the offer and sale of shares of Common\nStock in a transaction underwritten by an investment banking firm following the\ncompletion of which (i) the Common Stock will be listed for trading on any\nnational securities exchange or (ii) there will be at least two market makers\nwho are making a market in the Common Stock through the Nasdaq National Market\nSystem.\n\n         \"Initiating Holders\" shall mean any Holder or Holders of not less than\n50% of the then outstanding Registrable Securities.\n\n\n\n                                       2\n&gt;PAGE&gt;   47\n\n         The terms \"register\", \"registered\" and \"registration\" refer to a\nregistration effected by preparing and filing a registration statement in\ncompliance with the Securities Act, and the declaration or ordering of the\neffectiveness of such registration statement.\n\n         \"Registrable Securities\" means (i) shares of Common Stock into which\nthe then outstanding Shares are convertible pursuant to the Articles of\nIncorporation and (ii) shares of Common Stock issuable upon exercise of the\nWarrant, excluding in all cases, however (including exclusion from the\ncalculation of the number of outstanding Registrable Securities), any\nRegistrable Securities sold by a person in a transaction (i) pursuant to a\nregistration statement under Section 2, 3 or 4 hereof or (ii) pursuant to Rule\n144 (or any successor provision) of the Securities Act.\n\n         \"Securities Act\" shall mean the Securities Act of 1933, as amended, or\nany similar federal statute promulgated in replacement thereof, and the rules\nand regulations of the Commission thereunder, all as the same shall be in effect\nat the time.\n\n         \"Shares\" shall mean the Series E Preferred Stock of the Company\npurchased or issued pursuant to the Series E Investment Agreement and the Series\nF Preferred Stock purchased by Purchaser pursuant to the Offer to Purchase.\n\n         \"Warrant\" shall mean the warrant to purchase up to 7,614,916 shares of\nCommon Stock of the Company purchased or issued pursuant to the Warrant\nAgreement.\n\n         2.       Demand Registration. In case the Company shall receive from\nInitiating Holders a written request that the Company effect a registration with\nrespect to at least 1,000,000 shares of Common Stock that constitute Registrable\nSecurities (as adjusted for stock splits, stock dividends, recapitalizations and\nsimilar events) the Company will:\n\n         (a)      promptly give written notice of the proposed registration to\nall other Holders so they may have an opportunity to consider joining in such\nregistration, which they may do (subject to the terms and provisions of this\nAgreement) at their election within ten (10) days after receipt of the notice of\nthe proposed registration by the Company; and\n\n         (b)      as soon as practicable, use its reasonable best efforts to\neffect such registration (including, without limitation, the execution of an\nundertaking to file post-effective amendments, appropriate qualification under\napplicable blue sky or other state securities laws and appropriate compliance\nwith applicable regulations issued under the Securities Act) as may be so\nrequested and as would permit or facilitate the sale and distribution of all or\nsuch portion of such Registrable Securities as are specified in such request,\ntogether with all or such portion of the Registrable Securities of any Holder or\nHolders joining in such request as are specified in a written request given\nwithin ten (10) days after receipt of notice from the Company pursuant to\nSection 2(a); provided that the Company shall not be obligated to take any\naction to effect any such registration, qualification or compliance pursuant to\nthis Section 2:\n\n\n\n                                       3\n&gt;PAGE&gt;   48\n\n                  (i)      In any particular jurisdiction in which the Company\nwould be required to execute a general consent to service of process in\neffecting such registration, qualification or compliance unless the Company is\nalready subject to service in such jurisdiction and except as may be required by\nthe Securities Act;\n\n                  (ii)     Prior to the date which is the earlier of (a) one\nhundred eighty (180) days following the effective date of the registration\nstatement relating to an Initial Public Offering or (b) the release by the\nunderwriters of such offering of the related lock-up agreements;\n\n                  (iii)    Within the one hundred twenty (120) day period\nimmediately following the effective date of a registration statement pertaining\nto a firm commitment underwritten public offering of Common Stock for its own\naccount or for the account of a shareholder (including Purchaser) of the Company\nwho has exercised a demand right to register shares of Common Stock (other than\na registration relating solely to a Commission Rule 145 transaction, a\nregistration relating solely to employee benefit plans, or a registration\nstatement on Form S-3 (or any similar short-form registration statement));\n\n                  (iv)     Within the sixty (60) day period immediately\nfollowing the effective date of a registration statement on Form S-3 (or any\nsimilar short-form registration statement) pertaining to a firm commitment\nunderwritten public offering of Common Stock for its own account or for the\naccount of another shareholder of the Company who has exercised a demand right\nto register shares of Common Stock (other than a registration relating solely to\na Commission Rule 145 transaction or a registration relating solely to employee\nbenefit plans); or\n\n                  (v)      After the Company has effected three (3)\nregistrations pursuant to this Section 2 and such registrations have been\ndeclared or ordered effective and have remained effective for a period of at\nleast ninety (90) consecutive days.\n\n         Subject to the foregoing clauses (i) through (v), the Company shall\nfile a registration statement covering the Registrable Securities so requested\nto be registered as soon as practicable after receipt of the request of the\nInitiating Holders. The Initiating Holders may, at any time prior to the\neffective date of the registration statement relating to such registration,\nrevoke such request, without liability (except as set forth in Section 6 hereof)\nto the Initiating Holders or any other Holders of Registrable Securities\nrequested to be registered pursuant to Section 2(a) hereof, by providing a\nwritten notice to the Company revoking such request.\n\n         Notwithstanding the above, the Company shall not be obligated to\neffect, or to take any action to effect, any registration pursuant to this\nSection 2 during the period starting with the date ninety (90) days prior to the\nCompany's good faith estimate of the date of filing of (or in the case of any\nregistration on Form S-3, forty-five (45) days prior), and ending on a date one\nhundred twenty(120) days after the effective date of (or in the case of any\nregistration on Form S-3, ninety (90) days after), a Company-initiated\nregistration statement in connection with a bona fide firm commitment\nunderwritten registration for securities to be offered for the Company's own\naccount (the \"Intended Registration\"); provided that the Company is actively\n\n\n                                       4\n&gt;PAGE&gt;   49\n\nemploying in good faith all reasonable efforts to cause the Intended\nRegistration to become effective and provided further that the Company gives\nnotice to all Holders upon commencement of such period. The Holders shall be\nentitled to exercise their rights pursuant to Section 4 hereof with respect to\nan Intended Registration. An Intended Registration shall not be deemed to be a\ndemand registration of the Holders pursuant to this Section 2.\n\n         (c)      Underwriting. If the Holders propose an underwritten offering,\nthe sale of Registrable Securities pursuant to this Section 2 must be made by\nmeans of a firm commitment underwriting through underwriters who are reasonably\nacceptable to the Company and the holders of a majority of the Registrable\nSecurities that are proposed to be distributed through such underwriting. The\nright of any Holder to registration pursuant to this Section 2 shall be\nconditioned upon such Holder's participation in such underwriting and the\ninclusion of such Holder's Registrable Securities in the underwriting to the\nextent requested by such Holder (unless mutually otherwise agreed by a majority\nin interest of the Holders and such Holder) to the extent provided herein.\n\n         The Company and all Holders proposing to distribute Registrable\nSecurities through such underwriting shall enter into an underwriting agreement\nin customary form with the underwriter or underwriters selected for such\nunderwriting. Notwithstanding any other provision of this Section 2(c), if the\nunderwriter determines that in its good faith view marketing factors require a\nlimitation of the number of shares to be underwritten and so advises the\nInitiating Holders in writing, then the Initiating Holders shall so advise the\nCompany and all Holders (except those Holders who have indicated to the Company\ntheir decision not to distribute any of their Registrable Securities through\nsuch underwriting) and the number of Registrable Securities that may be included\nin the registration and underwriting shall be allocated first to the Holders on\na pro rata basis according to the number of Registrable Securities requested to\nbe included by the Holders; second to the Company; and third to other\nshareholders of the Company who have requested to sell in the registration. No\nRegistrable Securities excluded from the underwriting by reason of the\nunderwriter's marketing limitation shall be included in such registration. If at\nleast eighty percent (80%) of the Registrable Securities requested to be\nregistered by the Initiating Holders are not included in such registration, then\nthe Initiating Holders may request that the Company effect an additional\nregistration under the Securities Act of all or part of the Initiating Holders'\nRegistrable Securities in accordance with the provisions of this Section 2, and\nthe Company shall effect such additional registration.\n\n         If any Holder disapproves of the terms of the underwriting, such person\nmay elect to withdraw therefrom by written notice to the Company, the\nunderwriter and the Initiating Holders. The Registrable Securities and\/or other\nsecurities so withdrawn from such underwriting shall also be withdrawn from such\nregistration; provided, however, that, if by the withdrawal of such Registrable\nSecurities a greater number of Registrable Securities held by other Holders may\nbe included in such registration (up to the maximum of any limitation imposed by\nthe underwriters), then the Company shall offer to all Holders who have included\nRegistrable Securities in the registration the right to include additional\nRegistrable Securities in the same proportion used above in determining the\nunderwriter limitation.\n\n\n\n                                       5\n&gt;PAGE&gt;   50\n\n         If the underwriter has not limited the number of Registrable Securities\nto be underwritten, the Company may include securities for its own account or\nthe account of others in such registration if the underwriter so agrees and if\nthe number of Registrable Securities which would otherwise have been included in\nsuch registration and underwriting will not thereby be limited.\n\n         (d)      If the Company shall furnish to the Initiating Holders a\ncertificate signed by the President of the Company stating that, in the good\nfaith judgment of the Board of Directors of the Company, it would (because of\nthe existence of, or in anticipation of, any acquisition, financing activity, or\nother transaction involving the Company, or the unavailability for reasons\nbeyond the Company's control of any required financial statements, disclosure of\ninformation which is in its best interest not to publicly disclose, or any other\nevent or condition of similar significance to the Company) be seriously\ndetrimental to the Company and its shareholders for such registration statement\nto be filed on or before the date filing would be required and it is therefore\nessential to defer the filing of such registration statement, then the Company\nmay direct that such request for registration be delayed for a period not in\nexcess of ninety (90) days, such right to delay a request to be exercised by the\nCompany not more than twice in any twelve (12) month period.\n\n         (e)      Effective Registration Statement. A demand registration\nrequested pursuant to this Section 2 shall not be deemed to have been effected\nunless the registration statement relating thereto (i) has become effective\nunder the Securities Act and any of the Registrable Securities of the Initiating\nHolders included in such registration have actually been sold thereunder, and\n(ii) has remained effective for a period of at least ninety (90) days (or such\nshorter period in which all Registrable Securities included in such registration\nhave actually been sold thereunder).\n\n         3. S-3 Registration. In case the Company shall receive from any Holder\nor Holders a written request or requests that the Company effect a registration\non Form S-3 and any related qualification or compliance with respect to all or a\npart of the Registrable Securities owned by such Holder or Holders, the Company\nwill:\n\n         (a)      promptly give written notice of the proposed registration, and\nany related qualification or compliance, to all other Holders; and\n\n         (b)      as soon as practicable, and in any event within 30 days of the\nreceipt of such notice, file a registration statement on Form S-3 and effect all\nother qualifications and compliances as may be so requested and as would permit\nor facilitate the sale, distribution, transfer or hedging (through market\ntransactions using brokers, in a firm commitment underwriting, in negotiated\ntransactions or otherwise) of all or such portion of such Holder's or Holders'\nRegistrable Securities as are specified in such request, together with all or\nsuch portion of the\n\n\n\n                                       6\n&gt;PAGE&gt;   51\n\nRegistrable Securities of any other Holder or Holders joining in such request as\nare specified in a written request given within 15 days after receipt of such\nwritten notice from the Company; provided, that the Company shall not be\nobligated to effect any such registration, qualification or compliance pursuant\nto this Section 3:\n\n                  (i)      if Form S-3 is not available for such offering by the\nHolders;\n\n                  (ii)     if the Holders, together with the holders of any\nother securities of the Company entitled to inclusion in such registration,\npropose to register Registrable Securities and such other securities (if any) at\nan aggregate price to the public (net of any underwriters' discounts or\ncommissions) of less than $20 million;\n\n                  (iii)    if the Company has, within the twelve (12) month\nperiod preceding the date of such request, already effected three (3)\nregistrations for the Holders pursuant to this Section 1.3; or\n\n                  (iv)     in any particular jurisdiction in which the Company\nwould be required to qualify to do business or to execute a general consent to\nservice of process in effecting such registration, qualification or compliance.\n\n         (c)      Subject to the foregoing, the Company shall file a\nregistration statement covering the Registrable Securities and other securities\nso requested to be registered as soon as practicable after receipt of the\nrequest or requests of the Holders and shall keep it continuously effective\nuntil such Registrable Securities have been sold pursuant thereto.\n\n         (d)      Notwithstanding the other provisions of this Section 3, the\nCompany shall have the right to delay the filing of any registration statement\non Form S-3 (an \"S-3 Registration\") otherwise required to be prepared and filed\nby the Company pursuant to this Section 3, or to suspend the use of any S-3\nRegistration, for a period not in excess of 60 days (a \"S-3 Blackout Period\") if\nthe Company, in the good faith judgment of its Board of Directors, determines\n(because of the existence of, or in anticipation of, any acquisition, financing\nactivity, or other transaction involving the Company, or the unavailability for\nreasons beyond the Company's control of any required financial statements,\ndisclosure of information which is in its best interest not to publicly\ndisclose, or\n\n\n\n\n                                       7\n&gt;PAGE&gt;   52\n\nany other event or condition of similar significance to the Company) that the\nregistration and distribution of the Registrable Securities to be covered by\nsuch S-3 Registration would be seriously detrimental to the Company and its\nshareholders, provided that the S-3 Blackout Period shall earlier terminate on\nthe second business day following the completion or abandonment of the relevant\nfinancing, acquisition or other transaction or upon public disclosure by the\nCompany or public admission by the Company of such material nonpublic\ninformation or such time as such material nonpublic information shall be\npublicly disclosed; and provided, further, that the Company shall furnish to the\nHolders a certificate of an executive officer of the Company to the effect that\nan event permitting a S-3 Blackout Period has occurred (and no other reason need\nbe given). The Company will promptly give the Holders written notice of such\ndetermination and an approximation of the period of the anticipated delay;\nprovided, however, that the aggregate number of days included in all S-3\nBlackout Periods during any consecutive 12 months shall not exceed 180 days.\nEach Holder agrees to cease all disposition efforts under such S-3 Registration\nwith respect to Registrable Securities held by such Holder immediately upon\nreceipt of notice of the beginning of any S-3 Blackout Period. The Company shall\nprovide written notice to the Holders of the end of each S-3 Blackout Period.\n\n         4.       Piggyback Registration.\n\n         (a)      If the Company shall determine to register for sale for cash\nany of its Common Stock, for its own account or for the account of others (other\nthan the Holders), other than a registration relating solely to employee benefit\nplans or securities issued or issuable to employees, consultants (to the extent\nthe securities owned or to be owned by such consultants could be registered on\nForm S-8) or any of their Family Members (including a registration on Form S-8),\nor a registration relating solely to a Commission Rule 145 transaction, a\nregistration on Form S-4 in connection with a merger, acquisition, divestiture,\nreorganization or similar event, the Company promptly will give to each Holder\nwritten notice thereof and shall use its reasonable best efforts to include in\nsuch registration (and any related qualification under blue sky laws or other\ncompliance), and in any underwriting involved therein, all the Registrable\nSecurities specified in a written request or requests, made within ten (10) days\nafter receipt of such written notice from the Company, by any Holder or Holders.\nHowever, the Company may, without the consent of the Holders, withdraw such\nregistration statement prior to its becoming effective if the Company has\nabandoned its proposal to register the securities proposed to be registered\nthereby.\n\n         (b)      Underwriting. If the registration of which the Company gives\nnotice is for a registered public offering involving an underwriting, the\nCompany shall so advise the Holders\n\n\n\n                                       8\n&gt;PAGE&gt;   53\n\nas a part of the written notice given pursuant to Section 4(a). In such event\nthe right of any Holder to registration pursuant to Section 4(a) shall be\nconditioned upon such Holder's participation in such underwriting and the\ninclusion of such Holder's Registrable Securities in the underwriting to the\nextent provided herein. All Holders proposing to distribute their securities\nthrough such underwriting shall (together with the Company and any other\nshareholders of the Company distributing their securities through such\nunderwriting) enter into an underwriting agreement in customary form with the\nunderwriter or underwriters selected for such underwriting by the Company.\nNotwithstanding any other provision of this Section 4(b), if the underwriter or\nthe Company determines that marketing factors require a limitation of the number\nof shares to be underwritten, the underwriter may exclude some or all\nRegistrable Securities from such registration and underwriting. The Company\nshall so advise all Holders (except those Holders who have indicated to the\nCompany their decision not to distribute any of their Registrable Securities\nthrough such underwriting), and the number of shares of Registrable Securities\nthat may be included in the registration and underwriting, if any, shall be\nallocated among such Holders as follows:\n\n                  (i)      In the event of a piggyback registration pursuant to\nSection 4(a) that is initiated by the Company, then the number of shares that\nmay be included in the registration and underwriting shall be allocated first to\nthe Company and then to all selling shareholders, including the Holders, who\nhave requested to sell in the registration on a pro rata basis according to the\nnumber of shares requested to be included; provided, however, that no allocation\npursuant to this Section 4(b) shall have the effect of reducing the Shares sold\nby Holders to less than 20% of the proposed offering; and\n\n                  (ii)     In the event of a piggyback registration pursuant to\nSection 4(a) that is initiated by the exercise of demand registration rights by\na shareholder or shareholders of the Company (other than the Holders), then the\nnumber of shares that may be included in the registration and underwriting shall\nbe allocated first to such selling shareholders who exercised such demand and\nthen to all selling shareholders, including the Holders, who have requested to\nsell in the registration, on a pro rata basis according to the number of shares\nrequested to be included;\n\nprovided, however, that in no event shall the total number of shares included in\nthe offering by any of HBO &amp; Company of Georgia (\"HBOC\") and Premiere\nTechnologies, Inc. (\"Premiere\") pursuant to a piggyback registration be less\nthan the number of securities included in the offering by any other single\nselling shareholder pursuant to piggyback registration rights unless all\nsecurities held by HBOC and Premiere requested to be included in such offering\nare included in such offering or unless HBOC and Premiere waive such limitation\nor choose not to sell any shares in such registration, and the number of shares\nthat Holders would otherwise be entitled to include in such registration may be\nreduced to give effect to this requirement.\n\n         (c)      No Registrable Securities excluded from the underwriting by\nreason of the underwriter's marketing limitation shall be included in such\nregistration. If any Holder disapproves of the terms of any such underwriting,\nsuch person may elect to withdraw therefrom by written notice to the Company and\nthe underwriter. The Registrable Securities\n\n\n\n                                       9\n&gt;PAGE&gt;   54\n\nand\/or other securities so withdrawn from such underwriting shall also be\nwithdrawn from such registration; provided, however, that, if by the withdrawal\nof such Registrable Securities a greater number of Registrable Securities held\nby other Holders may be included in such registration (up to the maximum of any\nlimitation imposed by the underwriters), then the Company shall offer to all\nHolders who have included Registrable Securities in the registration the right\nto include additional Registrable Securities pursuant to the terms and\nlimitations set forth herein in the same proportion used above in determining\nthe underwriter limitation.\n\n         5.       Registration Procedures. In the case of each registration,\nqualification or compliance effected by the Company pursuant to Section 2, 3 or\n4 hereof, the Company will keep each Holder advised in writing as to the\ninitiation of each registration, qualification and compliance and as to the\ncompletion thereof. At its expense, the Company will use its reasonable best\nefforts to:\n\n         (a)      prepare and file with the Commission within ninety (90) days\n(or in the case of any registration on Form S-3, thirty (30) days) after receipt\nof a request for registration with respect to such Registrable Securities, a\nregistration statement on any form for which the Company then qualifies or which\ncounsel for the Company shall deem appropriate, subject to Section 2 hereof, and\nwhich form shall be available for the sale of the Registrable Securities in\naccordance with the intended method(s) of distribution thereof, and use its best\nefforts to cause such registration statement to become and remain effective;\nprovided that before filing with the Commission a registration statement or\nprospectus or any amendments or supplements thereto, including documents\nincorporated by reference after the initial filing of any registration\nstatement, the Company shall (i) furnish to the underwriters, if any, and to one\n(1) counsel selected by the Holders of a majority of the Registrable Securities\ncovered by such registration statement copies of all such documents proposed to\nbe filed, which documents shall be subject to the review of the underwriters and\nsuch counsel, and (ii) notify each Holder of Registrable Securities covered by\nsuch registration statement of any stop order issued or threatened by the\nCommission and take all reasonable actions required to prevent the entry of such\nstop order or to remove it if entered;\n\n         (b)      prepare and file with the Commission such amendments and\nsupplements to such registration statement and the prospectus used in connection\ntherewith as may be necessary to keep such registration statement effective for\na period of not less than ninety (90) days or such shorter period which shall\nterminate when all Registrable Securities covered by such registration statement\nhave been sold (but not before the expiration of the 90-day period referred to\nin Section 4(3) of the Securities Act and Rule 174, or any successor thereto,\nthereunder, if applicable), and comply with the provisions of the Securities Act\nwith respect to the disposition of all securities covered by such registration\nstatement during such period in accordance with the intended method(s) of\ndisposition by the sellers thereof set forth in such registration statement;\n\n         (c)      furnish, without charge, to each Holder and each underwriter,\nif any, of Registrable Securities covered by such registration statement one (1)\nsigned copy of such registration statement, each amendment and supplement\nthereto (including one (1) conformed\n\n\n\n                                       10\n&gt;PAGE&gt;   55\n\ncopy to each Holder and one (1) signed copy to each managing underwriter and in\neach case including all exhibits thereto), and such number of copies of the\nprospectus included in such registration statement (including each preliminary\nprospectus and any other prospectus filed under Rule 424 under the Securities\nAct) as such Holders may request, in conformity with the requirements of the\nSecurities Act, and such other documents as such Holder may reasonably request\nin order to facilitate the disposition of the Registrable Securities owned by\nsuch Holder, but only while the Company shall be required under the provisions\nhereof to cause the registration statement to remain effective;\n\n         (d)      use its best efforts to register or qualify such Registrable\nSecurities under such other applicable securities or blue sky laws of such\njurisdictions as any Holder, and underwriter, if any, of Registrable Securities\ncovered by such registration statement reasonably requests as may be necessary\nfor the marketability of the Registrable Securities (such request to be made by\nthe time the applicable registration statement is deemed effective by the\nCommission) and do any and all other acts and things which may be reasonably\nnecessary or advisable to enable such Holder and each underwriter, if any, to\nconsummate the disposition in such jurisdictions of the Registrable Securities\nowned by such Holder; provided that the Company shall not be required to (i)\nqualify generally to do business in any jurisdiction where it would not\notherwise be required to qualify but for this paragraph (d), (ii) subject itself\nto taxation in any such jurisdiction, or (iii) consent to general service of\nprocess in any such jurisdiction;\n\n         (e)      use its best efforts to cause the Registrable Securities\ncovered by such registration statement to be registered with or approved by such\nother governmental agencies or authorities as may be necessary by virtue of the\nbusiness and operations of the Company to enable the Holder or Holders thereof\nto consummate the disposition of such Registrable Securities;\n\n         (f)      immediately notify the managing underwriter, if any, and each\nHolder of such Registrable Securities at any time when a prospectus relating\nthereto is required to be delivered under the Securities Act of the happening of\nany event which comes to the Company's attention if as a result of such event\nthe prospectus included in such registration statement contains an untrue\nstatement of a material fact or omits to state any material fact required to be\nstated therein or necessary to make the statements therein not misleading and\nthe Company shall promptly prepare and furnish to such Holder a supplement or\namendment to such prospectus so that, as thereafter delivered to the purchasers\nof such Registrable Securities, such prospectus shall not contain an untrue\nstatement of a material fact or omit to state any material fact required to be\nstated therein or necessary to make the statements therein not misleading,\nunless suspension of the use of such prospectus otherwise is authorized herein\nor in the event of a S-3 Blackout Period, in which case no supplement or\namendment need be furnished;\n\n         (g)      use its best efforts to cause all such Registrable Securities\ncovered by the registration statement to be listed on the Nasdaq Stock Market or\nthe national securities exchange on which similar securities issued by the\nCompany are then listed, and enter into such customary agreements including a\nlisting application and indemnification agreement in\n\n\n\n                                       11\n&gt;PAGE&gt;   56\n\ncustomary form (provided that the applicable listing requirements are\nsatisfied), and to provide a transfer agent and registrar for such Registrable\nSecurities covered by such registration statement no later than the effective\ndate of such registration statement;\n\n         (h)      enter into such customary agreements (including an\nunderwriting agreement in customary form) and take all such other actions as the\nInitiating Holders or the underwriters retained by such Holders, if any,\nreasonably request in order to expedite or facilitate the disposition of such\nRegistrable Securities, including customary indemnification;\n\n         (i)      make available for inspection during normal business hours by\nany Holder of Registrable Securities covered by such registration statement, any\nunderwriter participating in any disposition pursuant to such registration\nstatement, and any attorney, accountant or other agent retained by any such\nHolder or underwriter (collectively, the \"Inspectors\"), all financial and other\nrecords, pertinent corporate documents and properties of the Company and its\nsubsidiaries (collectively, \"Records\"), if any, as shall be reasonably necessary\nto enable them to exercise their due diligence responsibility, and cause the\nCompany's and its subsidiaries' officers, directors and employees to supply all\ninformation and respond to all inquiries reasonably requested by any such\nInspector in connection with such registration statement. Notwithstanding the\nforegoing, the Company shall have no obligation to disclose any Records to the\nInspectors in the event the Company determines that such disclosure is\nreasonably likely to have an adverse effect on the Company's ability to assert\nthe existence of an attorney-client privilege with respect thereto;\n\n         (j)      in the event that any contemplated public offering is\nunderwritten, use its best efforts to obtain a \"comfort\" letter from the\nCompany's independent public accountants in customary form and covering such\nmatters of the type customarily covered by \"comfort\" letters as the Holders of a\nmajority (by number of shares) of the Registrable Securities being sold\nreasonably request, and provided that such request is reasonable in the\nunderwriter's point of view;\n\n         (k)      use its best efforts to obtain an obtain an opinion of counsel\nfrom the Company's counsel in customary form and covering such matters of the\ntype customarily covered in opinions of counsel in connection with such\ntransactions;\n\n         (l)      comply, and continue to comply during the period that such\nregistration statement is effective under the Securities Act, in all material\nrespects with the Securities Act and the Securities Exchange Act of 1934 and\nwith all applicable rules and regulations of the Commission with respect to the\ndisposition of all securities covered by such registration statement, and make\navailable to its security holders, as soon as reasonably practicable, an\nearnings statement covering the period of at least twelve (12) months, but not\nmore than eighteen (18) months, beginning with the first full calendar month\nafter the effective date of such registration statement, which earnings\nstatement shall satisfy the provisions of Section 11(a) of the Securities Act,\nand not file any amendment or supplement to such registration statement or\nprospectus to which Holder shall have reasonably objected on the grounds that\nsuch amendment or supplement does not comply in all material respects with the\nrequirements\n\n\n\n\n                                       12\n&gt;PAGE&gt;   57\n\nof the Securities Act, having been furnished with a copy thereof at least five\n(5) business days prior to the filing thereof; and\n\n         (m)      in the event the offering is underwritten, develop a\npresentation reasonably acceptable to the underwriters to facilitate the\noffering and to make its chief executive officer and chief financial officer\navailable for participation in such meetings and presentations (e.g., road show\nfor the offering) at such locations (including Europe) as the underwriter\nreasonably requests.\n\nEach Holder of Registrable Securities agrees that, upon receipt of any notice\nfrom the Company of the happening of any event of the kind described in Section\n5(f) hereof, such Holder shall discontinue disposition of Registrable Securities\npursuant to the registration statement covering such Registrable Securities\nuntil such Holder's receipt of the copies of the supplemented or amended\nprospectus contemplated by Section 5(f) hereof, and, if so directed by the\nCompany, such Holder shall deliver to the Company (at the Company's expense) all\ncopies (including, without limitation, any and all drafts), other than permanent\nfile copies, then in such Holder's possession, of the prospectus covering such\nRegistrable Securities current at the time of receipt of such notice. In the\nevent the Company shall give any such notice, the period mentioned in Section\n5(b) hereof shall be extended by the greater of (i) ten (10) business days or\n(ii) the number of days during the period from and including the date of the\ngiving of such notice pursuant to Section 5(f) hereof to and including the date\nwhen each Holder of Registrable Securities covered by such registration\nstatement shall have received the copies of the supplemented or amended\nprospectus contemplated by Section 5(f) hereof.\n\n         6.       Rule 144. Notwithstanding anything to the contrary contained\nherein, no Holder shall have rights to a registration under Section 2, 3 or 4\nhereof after the time that such Holder could sell, within ninety (90) days, all\nof its Registrable Securities pursuant to Rule 144(e) promulgated under the\nSecurities Act or any successor rule thereto; provided that the Company hereby\nagrees to take the following actions to ensure the availability of Rule 144 to\neach such Holder (or such similar actions as shall be required under any\nsuccessor rule thereto):\n\n         (a)      make and keep public information available as those terms are\nunderstood and defined in Rule 144;\n\n         (b)      use its best efforts to file with the Commission in a timely\nmanner all reports and other documents required of the Company under the\nSecurities Act and the Exchange Act; and\n\n         (c)      so long as any Holder owns any Registrable Securities, furnish\nto a Holder upon request, a written statement by the Company as to its\ncompliance with the reporting requirements of Rule 144 (at any time from and\nafter ninety (90) days following the effective date of the registration\nstatement relating to an Initial Public Offering), and of the Securities Act and\nthe Exchange Act (at any time after it has become subject to such reporting\n\n\n\n\n                                       13\n&gt;PAGE&gt;   58\n\nrequirements), a copy of the most recent annual or quarterly report of the\nCompany, and such other reports and documents so filed as the Holder may\nreasonably request.\n\n         7.       Registration Expenses. The Company shall pay all expenses in\nconnection with any registration, including, without limitation, all\nregistration, filing and NASD fees, printing expenses, all fees and expenses of\ncomplying with securities or blue sky laws, the fees and disbursements of one\ncounsel for the Holders and the fees and disbursements of counsel for the\nCompany and of its independent accountants; provided that, in any registration,\neach party shall pay for its own underwriting discounts and commissions and\ntransfer taxes. The Company shall not, however, be required to pay for expenses\nof any registration proceeding begun pursuant to Section 2, 3 or 4 hereof, the\nrequest of which has been subsequently withdrawn by the Initiating Holders\n(unless the withdrawal is based upon material adverse information concerning the\nCompany of which the Initiating Holders were unaware at the time of such\nrequest), in which case such expenses shall be borne by the Holders whose\nsecurities were to be included in the registration in proportion to the number\nof shares for which such registration was requested.\n\n         8.       Assignment of Rights. Any Holder may assign its rights under\nthis Agreement to any party acquiring 2,400,000 shares or more of Registrable\nSecurities; provided, however, that a Holder may assign its rights under this\nAgreement without such restrictions to a transferee or assignee that controls,\nis controlled by or is under common control with such Holder.\n\n         9.       Information by Holder. The Holder or Holders of Registrable\nSecurities included in any registration shall furnish to the Company such\ninformation regarding such Holder or Holders and the distribution proposed by\nsuch Holder or Holders as the Company may request in writing.\n\n         10.      \"Market Stand-off\" Agreement. Each Holder agrees not to sell\nor otherwise transfer or dispose of any Common Stock (or other securities) of\nthe Company held by it during the 180 day period following the effective date of\nthe Initial Public Offering if so requested by the Company and underwriters of\nCommon Stock (or other securities) of the Company. Each Holder further agrees\nnot to sell or otherwise transfer or dispose of any Common Stock (or other\nsecurities) of the Company held by it during such period of time following the\neffective date of an underwritten public offering of the Company's securities as\nthe underwriters in such underwritten offering deem appropriate; providing,\nhowever, that no such market stand off agreement shall be required of any Holder\n(i) who is not identified as a selling shareholder on the registration statement\nfor such underwritten offering or any other registration statement filed by the\nCompany pursuant to Sections 2, 3 or 4 hereof and (ii) unless the underwriters\nin such underwritten offering shall have requested that the Company's executive\nofficers and directors enter into similar agreements; provided, however, that in\nno event shall such period be more than 90 days. The Company may impose\nstop-transfer instructions with respect to the shares (or securities) subject to\nthe foregoing restriction until the end of such period.\n\n\n\n                                       14\n&gt;PAGE&gt;   59\n\n         11.      Indemnification.\n\n         (a)      In the event of the offer and sale of Registrable Securities\nheld by Holders under the 1933 Act, the Company shall, and hereby does,\nindemnify and hold harmless, to the fullest extent permitted by law, each\nHolder, its directors, officers, partners, each other person who participates as\nan underwriter in the offering or sale of such securities, and each other\nPerson, if any, who controls or is under common control with such Holder or any\nsuch underwriter within the meaning of Section 15 of the 1933 Act, against any\nlosses, claims, damages or liabilities, joint or several, and expenses to which\nthe Holder or any such director, officer, partner or underwriter or controlling\nperson may become subject under the 1933 Act or otherwise, insofar as such\nlosses, claims, damages, liabilities or expenses (or actions or proceedings,\nwhether commenced or threatened, in respect thereof) arise out of or are based\nupon any untrue statement or alleged untrue statement of any material fact\ncontained in any registration statement under which such shares were registered\nunder the 1933 Act, any preliminary prospectus, final prospectus or summary\nprospectus contained therein, or any amendment or supplement thereto, or any\nomission or alleged omission to state therein a material fact required to be\nstated therein or necessary to make the statements therein in light of the\ncircumstances in which they were made not misleading or any violation by the\nCompany of any federal, state or common law rule or regulation applicable to the\nCompany and relating to action required of or inaction by the Company in\nconnection with any such registration, and the Company shall reimburse the\nHolder, and each such director, officer, partner, underwriter and controlling\nperson for any legal or any other expenses reasonably incurred by them in\nconnection with investigating, defending or settling any such loss, claim,\ndamage, liability, action or proceeding; provided that the Company shall not be\nliable in any such case to the extent that any such loss, claim, damage,\nliability (or action or proceeding in respect thereof) or expense arises out of\nor is based upon an untrue statement or alleged untrue statement in or omission\nor alleged omission from such registration statement, any such preliminary\nprospectus, final prospectus, summary prospectus, amendment or supplement in\nreliance upon and in conformity with written information furnished to the\nCompany through an instrument duly executed by or on behalf of such Holder\nspecifically stating that it is for use in the preparation thereof. Such\nindemnity shall remain in full force and effect regardless of any investigation\nmade by or on behalf of the Holders, or any such director, officer, partner,\nunderwriter or controlling person and shall survive the transfer of such shares\nby the Holder.\n\n         (b)      The Company may require, as a condition to including any\nRegistrable Securities to be offered by a Holder in any registration statement\nfiled pursuant to this Agreement, that the Company shall have received an\nagreement from such Holder to be bound by the terms of this Section 11,\nincluding an undertaking reasonably satisfactory to it from such Holder, to\nindemnify and hold the Company, its directors and officers and each other\nPerson, if any, who controls the Company within the meaning of Section 15 of the\n1933 Act, against any losses, claims, damages or liabilities, joint or several,\nto which the Company or any such director or officer or controlling person may\nbecome subject under the 1933 Act or otherwise, insofar as such losses, claims,\ndamages or liabilities (or actions or proceedings, whether commenced or\nthreatened, in respect thereof) arise out of or are based upon any untrue\nstatement or alleged untrue statement in or omission or alleged omission from\nsuch\n\n\n\n\n\n                                       15\n&gt;PAGE&gt;   60\n\nregistration statement, any preliminary prospectus, final prospectus or summary\nprospectus contained therein, or any amendment or supplement thereto, if such\nstatement or alleged statement or omission or alleged omission was made in\nreliance upon and in conformity with written information about such Holder as a\nHolder of the Company furnished to the Company through an instrument duly\nexecuted by such Holder specifically stating that it is for use in the\npreparation of such registration statement, preliminary prospectus, final\nprospectus, summary prospectus, amendment or supplement; provided, however, that\nsuch indemnity agreement found in this Section 11(b) shall in no event exceed\nthe gross proceeds from the offering received by such Holder. Such indemnity\nshall remain in full force and effect, regardless of any investigation made by\nor on behalf of the Company or any such director, officer or controlling person\nand shall survive the transfer by any Holder of such shares.\n\n         (c)      Promptly after receipt by an indemnified party of notice of\nthe commencement of any action or proceeding involving a claim referred to in\nSection 11(a) or (b) hereof (including any governmental action), such\nindemnified party shall, if a claim in respect thereof is to be made against an\nindemnifying party, give written notice to the indemnifying party of the\ncommencement of such action; provided that the failure of any indemnified party\nto give notice as provided herein shall not relieve the indemnifying party of\nits obligations under Section 11(a) or (b) hereof, except to the extent that the\nindemnifying party is actually prejudiced by such failure to give notice. In\ncase any such action is brought against an indemnified party, unless in such\nindemnified party's reasonable judgment a conflict of interest between such\nindemnified and indemnifying parties may exist or the indemnified party may have\ndefenses not available to the indemnifying party in respect of such claim, the\nindemnifying party shall be entitled to participate in and to assume the defense\nthereof, with counsel reasonably satisfactory to such indemnified party and,\nafter notice from the indemnifying party to such indemnified party of its\nelection so to assume the defense thereof, the indemnifying party shall not be\nliable to such indemnified party for any legal or other expenses subsequently\nincurred by the latter in connection with the defense thereof, unless in such\nindemnified party's reasonable judgment a conflict of interest between such\nindemnified and indemnifying parties arises in respect of such claim after the\nassumption of the defenses thereof, other than reasonable costs of\ninvestigation. Neither an indemnified nor an indemnifying party shall be liable\nfor any settlement of any action or proceeding effected without its consent. No\nindemnifying party shall, without the consent of the indemnified party, consent\nto entry of any judgment or enter into any settlement which does not include as\nan unconditional term thereof the giving by the claimant or plaintiff to such\nindemnified party of a release from all liability in respect of such claim or\nlitigation. Notwithstanding anything to the contrary set forth herein, and\nwithout limiting any of the rights set forth above, in any event any party shall\nhave the right to retain, at its own expense, counsel with respect to the\ndefense of a claim.\n\n         (d)      The indemnification required by Section 11(a) and (b) hereof\nshall be made by periodic payments of the amount thereof during the course of\nthe investigation or defense, as and when bills are received or expenses,\nlosses, damages or liabilities are incurred.\n\n\n\n                                       16\n&gt;PAGE&gt;   61\n\n         (e)      If the indemnification provided for in this Section 11 is held\nby a court of competent jurisdiction to be unavailable to an indemnified party\nwith respect to any loss, liability, claim, damage or expense referred to\nherein, the indemnifying party, in lieu of indemnifying such indemnified party\nhereunder, shall contribute to the amount paid or payable by such indemnified\nparty as a result of such loss, liability, claim, damage or expense as is\nappropriate to reflect the proportionate relative fault of the indemnifying\nparty on the one hand and the indemnified party on the other (determined by\nreference to, among other things, whether the untrue or alleged untrue statement\nof a material fact or omission relates to information supplied by the\nindemnifying party or the indemnified party and the parties' relative intent,\nknowledge, access to information and opportunity to correct or prevent such\nuntrue statement or omission), or (ii) if the allocation provided by clause (i)\nabove is not permitted by applicable law or provides a lesser sum to the\nindemnified party than the amount hereinafter calculated, not only the\nproportionate relative fault of the indemnifying party and the indemnified\nparty, but also the relative benefits received by the indemnifying party on the\none hand and the indemnified party on the other, as well as any other relevant\nequitable considerations. No indemnified party guilty of fraudulent\nmisrepresentation (within the meaning of Section 11(f) of the Securities Act)\nshall be entitled to contribution from any indemnifying party who was not guilty\nof such fraudulent misrepresentation.\n\n         (f)      Other Indemnification. Indemnification similar to that\nspecified in the preceding subsections of this Section 11 (with appropriate\nmodifications) shall be given by the Company and each Holder of Registrable\nSecurities with respect to any required registration or other qualification of\nsecurities under any federal or state law or regulation or governmental\nauthority other than the Securities Act.\n\n         12.      Miscellaneous\n\n         (a)      Governing Law. This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of Georgia applicable to\ncontracts between Georgia residents entered into and to be performed entirely\nwithin the State of Georgia.\n\n         (b)      Successors and Assigns. Except as otherwise provided herein,\nthe provisions hereof shall inure to the benefit of, and be binding upon, the\nsuccessors, assigns, executors and administrators of the parties hereto. In the\nevent the Company merges with, or is otherwise acquired by, a direct or indirect\nsubsidiary of a publicly-traded company, the Company shall condition the merger\nor acquisition on the assumption by such parent company of the Company's\nobligations under this Agreement.\n\n         (c)      Entire Agreement. This Agreement constitutes the full and\nentire understanding and agreement between the parties with regard to the\nsubjects hereof.\n\n         (d)      Notices, etc. All notices and other communications required or\npermitted hereunder shall be given in writing and shall be deemed effectively\ngiven upon personal delivery or three (3) business days following deposit with\nthe United States Postal Service, by certified mail, return receipt requested,\npostage prepaid, or otherwise delivered by hand or by\n\n\n\n                                       17\n&gt;PAGE&gt;   62\n\nmessenger, addressed: (a) if to the Purchaser, at Microsoft Corporation, One\nMicrosoft Way, Redmond, Washington 98052-5399, Attn: Chief Financial Officer\nwith a copy to General Counsel - Finance and Administration, and Preston Gates &amp; Ellis LLP, 5000 Columbia Center, 701 Fifth Avenue, Seattle, Washington 98104, or\n(b) if to any other Holder of any Registrable Securities, at such address as\nsuch holder shall have furnished the Company in writing, or, until any such\nHolder so furnishes an address to the Company, then to and at the address of the\nlast Holder of such Registrable Securities who has so furnished an address to\nthe Company, or (c) if to the Company, at WebMD, Inc., 400 The Lenox Building,\n3399 Peachtree Road, Atlanta, Georgia 30326, Attn: General Counsel, or at such\nother address as the Company shall have furnished to the Purchaser and each such\nother Holder in writing.\n\n         (e)      Delays or Omissions. No delay or omission to exercise any\nright, power or remedy accruing to any Holder of any Registrable Securities,\nupon any breach or default of the Company under this Agreement, shall impair any\nsuch right, power or remedy of such Holder nor shall it be construed to be a\nwaiver of any such breach or default, or an acquiescence therein, or of or in\nany similar breach or default thereunder occurring; nor shall any waiver of any\nsingle breach or default be deemed a waiver of any other breach or default\ntheretofore or thereafter occurring. Any waiver, permit, consent or approval of\nany kind or character on the part of any Holder of any breach or default under\nthis Agreement, or any waiver on the part of any Holder of any provisions or\nconditions of this Agreement, must be in writing and shall be effective only to\nthe extent specifically set forth in such writing. All remedies, either under\nthis Agreement, or by law or otherwise afforded to any holder, shall be\ncumulative and not alternative.\n\n         (f)      Counterparts. This Agreement may be executed in any number of\ncounterparts, each of which shall be enforceable against the parties actually\nexecuting such counterparts, and all of which together shall constitute one\ninstrument.\n\n         (g)      Severability. In the case any provision of this Agreement\nshall be invalid, illegal or unenforceable, the validity, legality and\nenforceability of the remaining provisions shall not in any way be affected or\nimpaired thereby.\n\n         (h)      Amendments. The provisions of this Agreement may be amended at\nany time and from time to time, and particular provisions of this Agreement may\nbe waived, with and only with an agreement or consent in writing signed by the\nCompany and by the holders of a majority of the number of shares of Registrable\nSecurities (or securities convertible into Registrable Securities) outstanding\nas of the date of such amendment or waiver. The Purchaser acknowledges that by\nthe operation of this Section 12(h), the holders of a majority of the\noutstanding Registrable Securities may have the right and power to diminish or\neliminate all rights of the Purchaser under this Agreement.\n\n\n\n\n\n                                       18\n&gt;PAGE&gt;   63\n\n\n         This Registration Rights Agreement is hereby executed as of the date\nfirst above written.\n\n\n                                    COMPANY:\n\n                                    WEBMD, INC.\n\n\n                                    By:\n                                       -------------------------------\n                                        Jeffrey T. Arnold\n                                        Chief Executive Officer\n\n\n                                    PURCHASER:\n\n                                    MICROSOFT CORPORATION\n\n\n                                    By:\n                                       -------------------------------\n                                        Its:\n                                             -------------------------\n\n\n\n\n\n\n\n\n\n\n                                       19\n&gt;PAGE&gt;   64\n\n                                   WEBMD, INC.\n                          REGISTRATION RIGHTS AGREEMENT\n                          FOR SERIES E PREFERRED STOCK\n\n\n         THIS REGISTRATION RIGHTS AGREEMENT (the \"Agreement\") is made and\nentered into as of the ___ day of May, 1999, among WebMD, Inc., a Georgia\ncorporation (the \"Company\"), and the persons listed on Schedule I hereto\n(collectively, the \"Purchasers\").\n\n                                    RECITALS:\n\n         A.       The Purchasers have the right to purchase up to an aggregate\nof 276,906 shares of the Company's Series E Preferred Stock (the \"Series E\nPreferred Stock\") pursuant to an Investment Agreement dated as of May 12, 1999\n(the \"Series E Investment Agreement\") among the Company, Microsoft Corporation\nand each of the Purchasers.\n\n         B.       The Company and the Purchasers desire to set forth the\nregistration rights to be granted by the Company to the Purchasers.\n\n         NOW, THEREFORE, in consideration of the mutual promises,\nrepresentations, warranties, covenants, and conditions set forth herein and in\nthe Series E Investment Agreement, the parties mutually agree as follows:\n\n\n                                   AGREEMENT:\n\n         1.       Certain Definitions. As used in this Agreement, the following\nterms shall have the following respective meanings:\n\n         \"Articles of Incorporation\" means the Amended and Restated Articles of\nIncorporation of the Company as filed with the Secretary of State of the State\nof Georgia, as amended from time to time.\n\n         \"Commission\" shall mean the Securities and Exchange Commission or any\nother federal agency at the time administering the Securities Act.\n\n         \"Common Stock\" shall mean the voting common stock, without designation\nas to series and without par value per share, of the Company and any and all\nshares of capital stock or other equity securities of: (i) the Company which are\nadded to or exchanged or substituted for the Common Stock by reason of the\ndeclaration of any stock dividend or stock split, the issuance of any\ndistribution or the reclassification, readjustment, recapitalization or other\nsuch modification of the capital structure of the Company; and (ii) any other\ncorporation, now or hereafter organized under the laws of any state or other\ngovernmental authority, with which the Company is merged, which results from any\nconsolidation or reorganization to which the\n\n\n\n&gt;PAGE&gt;   65\n\nCompany is a party, or to which is sold all or substantially all of the shares\nor assets of the Company, if immediately after such merger, consolidation,\nreorganization or sale, the Company or any Stockholders of the Company own\nequity securities having in the aggregate more than fifty percent (50%) of the\ntotal voting power of such other corporation.\n\n         \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as\namended, and the rules and regulations of the Commission promulgated thereunder.\n\n         \"Family Member\" shall mean (a) with respect to any individual, such\nindividual's spouse, any descendants (whether natural, adopted or in the process\nof adoption), any trust all of the beneficial interests of which are owned by\nany of such individuals or by any of such individuals together with any\norganization described in Code Section 501(c)(3), the estate of any such\nindividual, and any corporation, association, partnership or limited liability\ncompany all of the equity interests of which are owned by those above described\nindividuals, trusts or organizations and (b) with respect to any trust, the\nowners of the beneficial interests of such trust.\n\n         \"Form S-3\" means such form under the Securities Act as in effect on the\ndate hereof or any registration form under the Securities Act subsequently\nadopted by the Commission which permits inclusion or incorporation of\nsubstantial information by reference to other documents filed by the Company\nwith the Commission.\n\n         \"Holder\" shall mean any of the Purchasers or any of such Holder's\nrespective successors and assigns who acquire rights in accordance with this\nAgreement with respect to the Registrable Securities directly or indirectly from\nsuch Holder.\n\n         \"Initial Public Offering\" means the offer and sale of shares of Common\nStock in a transaction underwritten by an investment banking firm following the\ncompletion of which (i) the Common Stock will be listed for trading on any\nnational securities exchange or (ii) there will be at least two market makers\nwho are making a market in the Common Stock through the Nasdaq National Market\nSystem.\n\n         \"Initiating Holders\" shall mean any Holder or Holders of not less than\n50% of the then outstanding Registrable Securities.\n\n         The terms \"register\", \"registered\" and \"registration\" refer to a\nregistration effected by preparing and filing a registration statement in\ncompliance with the Securities Act, and the declaration or ordering of the\neffectiveness of such registration statement.\n\n         \"Registrable Securities\" means shares of Common Stock into which the\nthen outstanding Shares are convertible pursuant to the Articles of\nIncorporation, excluding in all cases, however (including exclusion from the\ncalculation of the number of outstanding Registrable Securities), any\nRegistrable Securities sold by a person in a transaction (i) pursuant to a\nregistration statement under Section 2, 3 or 4 hereof or (ii) pursuant to Rule\n144 (or any successor provision) of the Securities Act.\n\n\n\n                                       2\n&gt;PAGE&gt;   66\n\n         \"Securities Act\" shall mean the Securities Act of 1933, as amended, or\nany similar federal statute promulgated in replacement thereof, and the rules\nand regulations of the Commission thereunder, all as the same shall be in effect\nat the time.\n\n         \"Shares\" shall mean the Series E Preferred Stock of the Company\npurchased or issued pursuant to the Series E Investment Agreement.\n\n         2.       Demand Registration. In case the Company shall receive from\nInitiating Holders a written request that the Company effect a registration with\nrespect to at least 1,000,000 shares of Common Stock that constitute Registrable\nSecurities (as adjusted for stock splits, stock dividends, recapitalizations and\nsimilar events) the Company will:\n\n         (a)      promptly give written notice of the proposed registration to\nall other Holders so they may have an opportunity to consider joining in such\nregistration, which they may do (subject to the terms and provisions of this\nAgreement) at their election within ten (10) days after receipt of the notice of\nthe proposed registration by the Company; and\n\n         (b)      as soon as practicable, use its reasonable best efforts to\neffect such registration (including, without limitation, the execution of an\nundertaking to file post-effective amendments, appropriate qualification under\napplicable blue sky or other state securities laws and appropriate compliance\nwith applicable regulations issued under the Securities Act) as may be so\nrequested and as would permit or facilitate the sale and distribution of all or\nsuch portion of such Registrable Securities as are specified in such request,\ntogether with all or such portion of the Registrable Securities of any Holder or\nHolders joining in such request as are specified in a written request given\nwithin ten (10) days after receipt of notice from the Company pursuant to\nSection 2(a); provided that the Company shall not be obligated to take any\naction to effect any such registration, qualification or compliance pursuant to\nthis Section 2:\n\n                  (i)      In any particular jurisdiction in which the Company\nwould be required to execute a general consent to service of process in\neffecting such registration, qualification or compliance unless the Company is\nalready subject to service in such jurisdiction and except as may be required by\nthe Securities Act;\n\n                  (ii)     Prior to the date which is the earlier of (a) one\nhundred eighty (180) days following the effective date of the registration\nstatement relating to an Initial Public Offering or (b) the release by the\nunderwriters of such offering of the related lock-up agreements;\n\n\n\n                                       3\n&gt;PAGE&gt;   67\n\n                  (iii)    Within the one hundred twenty (120) day period\nimmediately following the effective date of a registration statement pertaining\nto a firm commitment underwritten public offering of Common Stock for its own\naccount or for the account of another shareholder of the Company who has\nexercised a demand right to register shares of Common Stock (other than a\nregistration relating solely to a Commission Rule 145 transaction, a\nregistration relating solely to employee benefit plans, or a registration\nstatement on Form S-3 (or any similar short-form registration statement));\n\n                  (iv)     Within the sixty (60) day period immediately\nfollowing the effective date of a registration statement on Form S-3 (or any\nsimilar short-form registration statement) pertaining to a firm commitment\nunderwritten public offering of Common Stock for its own account or for the\naccount of another shareholder of the Company who has exercised a demand right\nto register shares of Common Stock (other than a registration relating solely to\na Commission Rule 145 transaction or a registration relating solely to employee\nbenefit plans); or\n\n                  (v)      After the Company has effected three (3)\nregistrations pursuant to this Section 2 and such registrations have been\ndeclared or ordered effective and have remained effective for a period of at\nleast ninety (90) consecutive days.\n\n         Subject to the foregoing clauses (i) through (v), the Company shall\nfile a registration statement covering the Registrable Securities so requested\nto be registered as soon as practicable after receipt of the request of the\nInitiating Holders. The Initiating Holders may, at any time prior to the\neffective date of the registration statement relating to such registration,\nrevoke such request, without liability (except as set forth in Section 6 hereof)\nto the Initiating Holders or any other Holders of Registrable Securities\nrequested to be registered pursuant to Section 2(a) hereof, by providing a\nwritten notice to the Company revoking such request.\n\n         Notwithstanding the above, the Company shall not be obligated to\neffect, or to take any action to effect, any registration pursuant to this\nSection 2 during the period starting with the date ninety (90) days prior to the\nCompany's good faith estimate of the date of filing of (or in the case of any\nregistration on Form S-3, forty-five (45) days prior), and ending on a date [one\nhundred twenty(120) days after the effective date of (or in the case of any\nregistration on Form S-3, ninety (90) days after), a Company-initiated\nregistration statement in connection with a bona fide firm commitment\nunderwritten registration for securities to be offered for the Company's own\naccount (the \"Intended Registration\"); provided that the Company is actively\nemploying in good faith all reasonable efforts to cause the Intended\nRegistration to become effective and provided further that the Company gives\nnotice to all Holders upon commencement of such period. The Holders shall be\nentitled to exercise their rights pursuant to Section 4 hereof with respect to\nan Intended Registration. An Intended Registration shall not be deemed to be a\ndemand registration of the Holders pursuant to this Section 2.\n\n         (c)      Underwriting. If the Holders propose an underwritten offering,\nthe sale of Registrable Securities pursuant to this Section 2 must be made by\nmeans of a firm commitment underwriting through underwriters who are reasonably\nacceptable to the Company and the\n\n\n\n\n                                       4\n&gt;PAGE&gt;   68\n\nholders of a majority of the Registrable Securities that are proposed to be\ndistributed through such underwriting. The right of any Holder to registration\npursuant to this Section 2 shall be conditioned upon such Holder's participation\nin such underwriting and the inclusion of such Holder's Registrable Securities\nin the underwriting to the extent requested by such Holder (unless mutually\notherwise agreed by a majority in interest of the Holders and such Holder) to\nthe extent provided herein.\n\n         The Company and all Holders proposing to distribute Registrable\nSecurities through such underwriting shall enter into an underwriting agreement\nin customary form with the underwriter or underwriters selected for such\nunderwriting. Notwithstanding any other provision of this Section 2(c), if the\nunderwriter determines that in its good faith view marketing factors require a\nlimitation of the number of shares to be underwritten and so advises the\nInitiating Holders in writing, then the Initiating Holders shall so advise the\nCompany and all Holders (except those Holders who have indicated to the Company\ntheir decision not to distribute any of their Registrable Securities through\nsuch underwriting) and the number of Registrable Securities that may be included\nin the registration and underwriting shall be allocated first to the Holders on\na pro rata basis according to the number of Registrable Securities requested to\nbe included by the Holders; second to the Company; and third to other\nshareholders of the Company who have requested to sell in the registration. No\nRegistrable Securities excluded from the underwriting by reason of the\nunderwriter's marketing limitation shall be included in such registration. If at\nleast eighty percent (80%) of the Registrable Securities requested to be\nregistered by the Initiating Holders are not included in such registration, then\nthe Initiating Holders may request that the Company effect an additional\nregistration under the Securities Act of all or part of the Initiating Holders'\nRegistrable Securities in accordance with the provisions of this Section 2, and\nthe Company shall effect such additional registration.\n\n         If any Holder disapproves of the terms of the underwriting, such person\nmay elect to withdraw therefrom by written notice to the Company, the\nunderwriter and the Initiating Holders. The Registrable Securities and\/or other\nsecurities so withdrawn from such underwriting shall also be withdrawn from such\nregistration; provided, however, that, if by the withdrawal of such Registrable\nSecurities a greater number of Registrable Securities held by other Holders may\nbe included in such registration (up to the maximum of any limitation imposed by\nthe underwriters), then the Company shall offer to all Holders who have included\nRegistrable Securities in the registration the right to include additional\nRegistrable Securities in the same proportion used above in determining the\nunderwriter limitation.\n\n         If the underwriter has not limited the number of Registrable Securities\nto be underwritten, the Company may include securities for its own account or\nthe account of others in such registration if the underwriter so agrees and if\nthe number of Registrable Securities which would otherwise have been included in\nsuch registration and underwriting will not thereby be limited.\n\n\n\n                                       5\n&gt;PAGE&gt;   69\n\n         (d)      If the Company shall furnish to the Initiating Holders a\ncertificate signed by the President of the Company stating that, in the good\nfaith judgment of the Board of Directors of the Company, it would (because of\nthe existence of, or in anticipation of, any acquisition, financing activity, or\nother transaction involving the Company, or the unavailability for reasons\nbeyond the Company's control of any required financial statements, disclosure of\ninformation which is in its best interest not to publicly disclose, or any other\nevent or condition of similar significance to the Company) be seriously\ndetrimental to the Company and its shareholders for such registration statement\nto be filed on or before the date filing would be required and it is therefore\nessential to defer the filing of such registration statement, then the Company\nmay direct that such request for registration be delayed for a period not in\nexcess of ninety (90) days, such right to delay a request to be exercised by the\nCompany not more than twice in any twelve (12) month period.\n\n         (e)      Effective Registration Statement. A demand registration\nrequested pursuant to this Section 2 shall not be deemed to have been effected\nunless the registration statement relating thereto (i) has become effective\nunder the Securities Act and any of the Registrable Securities of the Initiating\nHolders included in such registration have actually been sold thereunder, and\n(ii) has remained effective for a period of at least ninety (90) days (or such\nshorter period in which all Registrable Securities included in such registration\nhave actually been sold thereunder).\n\n         3.       S-3 Registration. In case the Company shall receive from any\nHolder or Holders a written request or requests that the Company effect a\nregistration on Form S-3 and any related qualification or compliance with\nrespect to all or a part of the Registrable Securities owned by such Holder or\nHolders, the Company will:\n\n         (a)      promptly give written notice of the proposed registration, and\nany related qualification or compliance, to all other Holders; and\n\n         (b)      as soon as practicable, and in any event within 30 days of the\nreceipt of such notice, file a registration statement on Form S-3 and effect all\nother qualifications and compliances as may be so requested and as would permit\nor facilitate the sale, distribution, transfer or hedging (through market\ntransactions using brokers, in a firm commitment underwriting, in negotiated\ntransactions or otherwise) of all or such portion of such Holder's or Holders'\nRegistrable Securities as are specified in such request, together with all or\nsuch portion of the Registrable Securities of any other Holder or Holders\njoining in such request as are specified in a written request given within 15\ndays after receipt of such written notice from the Company; provided, that the\nCompany shall not be obligated to effect any such registration, qualification or\ncompliance pursuant to this Section 3:\n\n                  (i)      if Form S-3 is not available for such offering by the\nHolders;\n\n                  (ii)     if the Holders, together with the holders of any\nother securities of the Company entitled to inclusion in such registration,\npropose to register Registrable Securities and such other securities (if any) at\nan aggregate price to the public (net of any underwriters' discounts or\ncommissions) of less than $20 million;\n\n\n\n                                       6\n&gt;PAGE&gt;   70\n\n                  (iii)    if the Company has, within the twelve (12) month\nperiod preceding the date of such request, already effected three (3)\nregistrations on Form S-3 for the Holders pursuant to this Section 1.3; or\n\n                  (iv)     in any particular jurisdiction in which the Company\nwould be required to qualify to do business or to execute a general consent to\nservice of process in effecting such registration, qualification or compliance.\n\n         (c)      Subject to the foregoing, the Company shall file a\nregistration statement covering the Registrable Securities and other securities\nso requested to be registered as soon as practicable after receipt of the\nrequest or requests of the Holders and shall keep it continuously effective\nuntil such Registrable Securities have been sold pursuant thereto.\n\n         (d)      Notwithstanding the other provisions of this Section 3, the\nCompany shall have the right to delay the filing of any registration statement\non Form S-3 (an \"S-3 Registration\") otherwise required to be prepared and filed\nby the Company pursuant to this Section 3, or to suspend the use of any S-3\nRegistration, for a period not in excess of 60 days (a \"S-3 Blackout Period\") if\nthe Company, in the good faith judgment of its Board of Directors, determines\n(because of the existence of, or in anticipation of, any acquisition, financing\nactivity, or other transaction involving the Company, or the unavailability for\nreasons beyond the Company's control of any required financial statements,\ndisclosure of information which is in its best interest not to publicly\ndisclose, or any other event or condition of similar significance to the\nCompany) that the registration and distribution of the Registrable Securities to\nbe covered by such S-3 Registration would be seriously detrimental to the\nCompany and its shareholders, provided that the S-3 Blackout Period shall\nearlier terminate upon the completion or abandonment of the relevant financing,\nacquisition or other transaction or upon public disclosure by the Company or\npublic admission by the Company of such material nonpublic information or such\ntime as such material nonpublic information shall be publicly disclosed; and\nprovided, further, that the Company shall furnish to the Holders a certificate\nof an executive officer of the Company to the effect that an event permitting a\nS-3 Blackout Period has occurred (and no other reason need be given). The\nCompany will promptly give the Holders written notice of such determination and\nan approximation of the period of the anticipated delay; provided, however, that\nthe aggregate number of days included in all S-3 Blackout Periods during any\nconsecutive 12 months shall not exceed 180 days. Each Holder agrees to cease all\ndisposition efforts under such S-3 Registration with respect to Registrable\nSecurities held by such Holder immediately upon receipt of notice of the\nbeginning of any S-3 Blackout Period. The Company shall provide written notice\nto the Holders of the end of each S-3 Blackout Period.\n\n         4.       Piggyback Registration.\n\n         (a)      If the Company shall determine to register for sale for cash\nany of its Common Stock, for its own account or for the account of others (other\nthan the Holders), other than a\n\n\n\n                                       7\n&gt;PAGE&gt;   71\n\nregistration relating solely to employee benefit plans or securities issued or\nissuable to employees, consultants (to the extent the securities owned or to be\nowned by such consultants could be registered on Form S-8) or any of their\nFamily Members (including a registration on Form S-8), or a registration\nrelating solely to a Commission Rule 145 transaction, a registration on Form S-4\nin connection with a merger, acquisition, divestiture, reorganization or similar\nevent, the Company promptly will give to each Holder written notice thereof and\nshall use its best efforts to include in such registration (and any related\nqualification under blue sky laws or other compliance), and in any underwriting\ninvolved therein, all the Registrable Securities specified in a written request\nor requests, made within ten (10) days after receipt of such written notice from\nthe Company, by any Holder or Holders. However, the Company may, without the\nconsent of the Holders, withdraw such registration statement prior to its\nbecoming effective if the Company has abandoned its proposal to register the\nsecurities proposed to be registered thereby.\n\n         (b)      Underwriting. If the registration of which the Company gives\nnotice is for a registered public offering involving an underwriting, the\nCompany shall so advise the Holders as a part of the written notice given\npursuant to Section 4(a). In such event the right of any Holder to registration\npursuant to Section 4(a) shall be conditioned upon such Holder's participation\nin such underwriting and the inclusion of such Holder's Registrable Securities\nin the underwriting to the extent provided herein. All Holders proposing to\ndistribute their securities through such underwriting shall (together with the\nCompany and any other shareholders of the Company distributing their securities\nthrough such underwriting) enter into an underwriting agreement in customary\nform with the underwriter or underwriters selected for such underwriting by the\nCompany. Notwithstanding any other provision of this Section 4(b), if the\nunderwriter or the Company determines that marketing factors require a\nlimitation of the number of shares to be underwritten, the underwriter may\nexclude some or all Registrable Securities from such registration and\nunderwriting. The Company shall so advise all Holders (except those Holders who\nhave indicated to the Company their decision not to distribute any of their\nRegistrable Securities through such underwriting), and the number of shares of\nRegistrable Securities that may be included in the registration and\nunderwriting, if any, shall be allocated among such Holders as follows:\n\n                  (i)      In the event of a piggyback registration pursuant to\nSection 4(a) that is initiated by the Company, then the number of shares that\nmay be included in the registration and underwriting shall be allocated first to\nthe Company and then to all selling shareholders, including the Holders, who\nhave requested to sell in the registration on a pro rata basis according to the\nnumber of shares requested to be included; and\n\n\n\n\n\n                                       8\n&gt;PAGE&gt;   72\n\n                  (ii)     In the event of a piggyback registration pursuant to\nSection 4(a) that is initiated by the exercise of demand registration rights by\na shareholder or shareholders of the Company (other than the Holders), then the\nnumber of shares that may be included in the registration and underwriting shall\nbe allocated first to such selling shareholders who exercised such demand and\nthen to all selling shareholders, including the Holders, who have requested to\nsell in the registration, on a pro rata basis according to the number of shares\nrequested to be included;\n\nprovided, however, that in no event shall the total number of shares included in\nthe offering by any of HBO &amp; Company of Georgia (\"HBOC\") and Premiere\nTechnologies, Inc. (\"Premiere\") pursuant to a piggyback registration be less\nthan the number of securities included in the offering by any other single\nselling shareholder pursuant to piggyback registration rights unless all\nsecurities held by HBOC and Premiere requested to be included in such offering\nare included in such offering or unless HBOC and Premiere waive such limitation\nor choose not to sell any shares in such registration, and the number of shares\nthat Holders would otherwise be entitled to include in such registration may be\nreduced to give effect to this requirement.\n\n         (c)      No Registrable Securities excluded from the underwriting by\nreason of the underwriter's marketing limitation shall be included in such\nregistration. If any Holder disapproves of the terms of any such underwriting,\nsuch person may elect to withdraw therefrom by written notice to the Company and\nthe underwriter. The Registrable Securities and\/or other securities so withdrawn\nfrom such underwriting shall also be withdrawn from such registration; provided,\nhowever, that, if by the withdrawal of such Registrable Securities a greater\nnumber of Registrable Securities held by other Holders may be included in such\nregistration (up to the maximum of any limitation imposed by the underwriters),\nthen the Company shall offer to all Holders who have included Registrable\nSecurities in the registration the right to include additional Registrable\nSecurities pursuant to the terms and limitations set forth herein in the same\nproportion used above in determining the underwriter limitation.\n\n         5.       Registration Procedures. In the case of each registration,\nqualification or compliance effected by the Company pursuant to Section 2, 3 or\n4 hereof, the Company will keep each Holder advised in writing as to the\ninitiation of each registration, qualification and compliance and as to the\ncompletion thereof. At its expense, the Company will use its best efforts to:\n\n         (a)      prepare and file with the Commission within ninety (90) days\n(or in the case of any registration on Form S-3, thirty (30) days) after receipt\nof a request for registration with respect to such Registrable Securities, a\nregistration statement on any form for which the Company then qualifies or which\ncounsel for the Company shall deem appropriate, subject to Section 2 hereof, and\nwhich form shall be available for the sale of the Registrable Securities in\naccordance with the intended method(s) of distribution thereof, and use its best\nefforts to cause such registration statement to become and remain effective;\nprovided that before filing with the Commission a registration statement or\nprospectus or any amendments or supplements thereto, including documents\nincorporated by reference after the initial filing of any registration\nstatement, the Company shall (i) furnish to the underwriters, if any, and to one\n(1) counsel\n\n\n\n\n                                       9\n&gt;PAGE&gt;   73\n\nselected by the Holders of a majority of the Registrable Securities covered by\nsuch registration statement copies of all such documents proposed to be filed,\nwhich documents shall be subject to the review of the underwriters and such\ncounsel, and (ii) notify each Holder of Registrable Securities covered by such\nregistration statement of any stop order issued or threatened by the Commission\nand take all reasonable actions required to prevent the entry of such stop order\nor to remove it if entered;\n\n         (b)      prepare and file with the Commission such amendments and\nsupplements to such registration statement and the prospectus used in connection\ntherewith as may be necessary to keep such registration statement effective for\na period of not less than ninety (90) days or such shorter period which shall\nterminate when all Registrable Securities covered by such registration statement\nhave been sold (but not before the expiration of the 90-day period referred to\nin Section 4(3) of the Securities Act and Rule 174, or any successor thereto,\nthereunder, if applicable), and comply with the provisions of the Securities Act\nwith respect to the disposition of all securities covered by such registration\nstatement during such period in accordance with the intended method(s) of\ndisposition by the sellers thereof set forth in such registration statement;\n\n         (c)      furnish, without charge, to each Holder and each underwriter,\nif any, of Registrable Securities covered by such registration statement one (1)\nsigned copy of such registration statement, each amendment and supplement\nthereto (including one (1) conformed copy to each Holder and one (1) signed copy\nto each managing underwriter and in each case including all exhibits thereto),\nand such number of copies of the prospectus included in such registration\nstatement (including each preliminary prospectus and any other prospectus filed\nunder Rule 424 under the Securities Act) as such Holders may request, in\nconformity with the requirements of the Securities Act, and such other documents\nas such Holder may reasonably request in order to facilitate the disposition of\nthe Registrable Securities owned by such Holder, but only while the Company\nshall be required under the provisions hereof to cause the registration\nstatement to remain effective;\n\n         (d)      use its best efforts to register or qualify such Registrable\nSecurities under such other applicable securities or blue sky laws of such\njurisdictions as any Holder, and underwriter, if any, of Registrable Securities\ncovered by such registration statement reasonably requests as may be necessary\nfor the marketability of the Registrable Securities (such request to be made by\nthe time the applicable registration statement is deemed effective by the\nCommission) and do any and all other acts and things which may be reasonably\nnecessary or advisable to enable such Holder and each underwriter, if any, to\nconsummate the disposition in such jurisdictions of the Registrable Securities\nowned by such Holder; provided that the Company shall not be required to (i)\nqualify generally to do business in any jurisdiction where it would not\notherwise be required to qualify but for this paragraph (d), (ii) subject itself\nto taxation in any such jurisdiction, or (iii) consent to general service of\nprocess in any such jurisdiction;\n\n         (e)      use its best efforts to cause the Registrable Securities\ncovered by such registration statement to be registered with or approved by such\nother governmental agencies\n\n\n\n                                       10\n&gt;PAGE&gt;   74\n\nor authorities as may be necessary by virtue of the business and operations of\nthe Company to enable the Holder or Holders thereof to consummate the\ndisposition of such Registrable Securities;\n\n         (f)      immediately notify the managing underwriter, if any, and each\nHolder of such Registrable Securities at any time when a prospectus relating\nthereto is required to be delivered under the Securities Act of the happening of\nany event which comes to the Company's attention if as a result of such event\nthe prospectus included in such registration statement contains an untrue\nstatement of a material fact or omits to state any material fact required to be\nstated therein or necessary to make the statements therein not misleading and\nthe Company shall promptly prepare and furnish to such Holder a supplement or\namendment to such prospectus so that, as thereafter delivered to the purchasers\nof such Registrable Securities, such prospectus shall not contain an untrue\nstatement of a material fact or omit to state any material fact required to be\nstated therein or necessary to make the statements therein not misleading,\nunless suspension of the use of such prospectus otherwise is authorized herein\nor in the event of a S-3 Blackout Period, in which case no supplement or\namendment need be furnished;\n\n         (g)      use its best efforts to cause all such Registrable Securities\ncovered by the registration statement to be listed on the Nasdaq Stock Market or\nthe national securities exchange on which similar securities issued by the\nCompany are then listed, and enter into such customary agreements including a\nlisting application and indemnification agreement in customary form (provided\nthat the applicable listing requirements are satisfied), and to provide a\ntransfer agent and registrar for such Registrable Securities covered by such\nregistration statement no later than the effective date of such registration\nstatement;\n\n         (h)      enter into such customary agreements (including an\nunderwriting agreement in customary form) and take all such other actions as the\nInitiating Holders or the underwriters retained by such Holders, if any,\nreasonably request in order to expedite or facilitate the disposition of such\nRegistrable Securities, including customary indemnification;\n\n         (i)      make available for inspection during normal business hours by\nany Holder of Registrable Securities covered by such registration statement, any\nunderwriter participating in any disposition pursuant to such registration\nstatement, and any attorney, accountant or other agent retained by any such\nHolder or underwriter (collectively, the \"Inspectors\"), all financial and other\nrecords, pertinent corporate documents and properties of the Company and its\nsubsidiaries (collectively, \"Records\"), if any, as shall be reasonably necessary\nto enable them to exercise their due diligence responsibility, and cause the\nCompany's and its subsidiaries' officers, directors and employees to supply all\ninformation and respond to all inquiries reasonably requested by any such\nInspector in connection with such registration statement. Notwithstanding the\nforegoing, the Company shall have no obligation to disclose any Records to the\nInspectors in the event the Company determines that such disclosure is\nreasonably likely to have an adverse effect on the Company's ability to assert\nthe existence of an attorney-client privilege with respect thereto;\n\n\n\n                                       11\n&gt;PAGE&gt;   75\n\n         (j)      use its best efforts to obtain a \"comfort\" letter from the\nCompany's independent public accountants in customary form and covering such\nmatters of the type customarily covered by \"comfort\" letters as the Holders of a\nmajority (by number of shares) of the Registrable Securities being sold\nreasonably request, and provided that such request is reasonable in the\nunderwriter's point of view;\n\n         (k)      use its best efforts to obtain an obtain an opinion of counsel\nfrom the Company's counsel in customary form and covering such matters of the\ntype customarily covered in opinions of counsel in connection with such\ntransactions;\n\n         (l)      comply, and continue to comply during the period that such\nregistration statement is effective under the Securities Act, in all material\nrespects with the Securities Act and the Securities Exchange Act of 1934 and\nwith all applicable rules and regulations of the Commission with respect to the\ndisposition of all securities covered by such registration statement, and make\navailable to its security holders, as soon as reasonably practicable, an\nearnings statement covering the period of at least twelve (12) months, but not\nmore than eighteen (18) months, beginning with the first full calendar month\nafter the effective date of such registration statement, which earnings\nstatement shall satisfy the provisions of Section 11(a) of the Securities Act,\nand not file any amendment or supplement to such registration statement or\nprospectus to which Holder shall have reasonably objected on the grounds that\nsuch amendment or supplement does not comply in all material respects with the\nrequirements of the Securities Act, having been furnished with a copy thereof at\nleast five (5) business days prior to the filing thereof; and\n\n         (m)      in the event the offering is underwritten, develop a\npresentation reasonably acceptable to the underwriters to facilitate the\noffering and to make its chief executive officer and chief financial officer\navailable for participation in such meetings and presentations (e.g., road show\nfor the offering) at such locations (including Europe) as the underwriter\nreasonably requests.\n\nEach Holder of Registrable Securities agrees that, upon receipt of any notice\nfrom the Company of the happening of any event of the kind described in Section\n5(f) hereof, such Holder shall discontinue disposition of Registrable Securities\npursuant to the registration statement covering such Registrable Securities\nuntil such Holder's receipt of the copies of the supplemented or amended\nprospectus contemplated by Section 5(f) hereof, and, if so directed by the\nCompany, such Holder shall deliver to the Company (at the Company's expense) all\ncopies (including, without limitation, any and all drafts), other than permanent\nfile copies, then in such Holder's possession, of the prospectus covering such\nRegistrable Securities current at the time of receipt of such notice. In the\nevent the Company shall give any such notice, the period mentioned in Section\n5(b) hereof shall be extended by the greater of (i) ten (10) business days or\n(ii) the number of days during the period from and including the date of the\ngiving of such notice pursuant to Section 5(f) hereof to and including the date\nwhen each Holder of Registrable Securities covered by such registration\nstatement shall have received the copies of the supplemented or amended\nprospectus contemplated by Section 5(f) hereof.\n\n\n\n                                       12\n&gt;PAGE&gt;   76\n\n         6.       Rule 144. Notwithstanding anything to the contrary contained\nherein, no Holder shall have rights to a registration under Section 2, 3 or 4\nhereof after the time that such Holder could sell, within thirty (30) days, all\nof its Registrable Securities pursuant to Rule 144(e) promulgated under the\nSecurities Act or any successor rule thereto; provided that the Company hereby\nagrees to take the following actions to ensure the availability of Rule 144 to\neach such Holder (or such similar actions as shall be required under any\nsuccessor rule thereto):\n\n         (a)      make and keep public information available as those terms are\nunderstood and defined in Rule 144;\n\n         (b)      use its best efforts to file with the Commission in a timely\nmanner all reports and other documents required of the Company under the\nSecurities Act and the Exchange Act; and\n\n         (c)      so long as any Holder owns any Registrable Securities, furnish\nto a Holder upon request, a written statement by the Company as to its\ncompliance with the reporting requirements of Rule 144 (at any time from and\nafter ninety (90) days following the effective date of the registration\nstatement relating to an Initial Public Offering), and of the Securities Act and\nthe Exchange Act (at any time after it has become subject to such reporting\nrequirements), a copy of the most recent annual or quarterly report of the\nCompany, and such other reports and documents so filed as the Holder may\nreasonably request.\n\n         7.       Registration Expenses. The Company shall pay all expenses in\nconnection with any registration, including, without limitation, all\nregistration, filing and NASD fees, printing expenses, all fees and expenses of\ncomplying with securities or blue sky laws, the fees and disbursements of one\ncounsel for the Holders and the fees and disbursements of counsel for the\nCompany and of its independent accountants; provided that, in any registration,\neach party shall pay for its own underwriting discounts and commissions and\ntransfer taxes. The Company shall not, however, be required to pay for expenses\nof any registration proceeding begun pursuant to Section 2, 3 or 4 hereof, the\nrequest of which has been subsequently withdrawn by the Initiating Holders\n(unless the withdrawal is based upon material adverse information concerning the\nCompany of which the Initiating Holders were unaware at the time of such\nrequest), in which case such expenses shall be borne by the Holders whose\nsecurities were to be included in the registration in proportion to the number\nof shares for which such registration was requested.\n\n         8.       Assignment of Rights. Any Holder may assign its rights under\nthis Agreement to any party acquiring 250,000 shares or more of Registrable\nSecurities; provided, however, that a Holder may assign its rights under this\nAgreement without such restrictions to a transferee or assignee that controls,\nis controlled by or is under common control with such Holder.\n\n\n\n                                       13\n&gt;PAGE&gt;   77\n\n         9.       Information by Holder. The Holder or Holders of Registrable\nSecurities included in any registration shall furnish to the Company such\ninformation regarding such Holder or Holders and the distribution proposed by\nsuch Holder or Holders as the Company may request in writing.\n\n         10.      \"Market Stand-off\" Agreement. Each Holder agrees not to sell\nor otherwise transfer or dispose of any Common Stock (or other securities) of\nthe Company held by it during the 180 day period following the effective date of\nthe Initial Public Offering if so requested by the Company and underwriters of\nCommon Stock (or other securities) of the Company. The Company may impose\nstop-transfer instructions with respect to the shares (or securities) subject to\nthe foregoing restriction until the end of such period.\n\n         11.      Indemnification.\n\n         (a)      In the event of the offer and sale of Registrable Securities\nheld by Holders under the 1933 Act, the Company shall, and hereby does,\nindemnify and hold harmless, to the fullest extent permitted by law, each\nHolder, its directors, officers, partners, each other person who participates as\nan underwriter in the offering or sale of such securities, and each other\nPerson, if any, who controls or is under common control with such Holder or any\nsuch underwriter within the meaning of Section 15 of the 1933 Act, against any\nlosses, claims, damages or liabilities, joint or several, and expenses to which\nthe Holder or any such director, officer, partner or underwriter or controlling\nperson may become subject under the 1933 Act or otherwise, insofar as such\nlosses, claims, damages, liabilities or expenses (or actions or proceedings,\nwhether commenced or threatened, in respect thereof) arise out of or are based\nupon any untrue statement or alleged untrue statement of any material fact\ncontained in any registration statement under which such shares were registered\nunder the 1933 Act, any preliminary prospectus, final prospectus or summary\nprospectus contained therein, or any amendment or supplement thereto, or any\nomission or alleged omission to state therein a material fact required to be\nstated therein or necessary to make the statements therein in light of the\ncircumstances in which they were made not misleading or any violation by the\nCompany of any federal, state or common law rule or regulation applicable to the\nCompany and relating to action required of or inaction by the Company in\nconnection with any such registration, and the Company shall reimburse the\nHolder, and each such director, officer, partner, underwriter and controlling\nperson for any legal or any other expenses reasonably incurred by them in\nconnection with investigating, defending or settling any such loss, claim,\ndamage, liability, action or proceeding; provided that the Company shall not be\nliable in any such case to the extent that any such loss, claim, damage,\nliability (or action or proceeding in respect thereof) or expense arises out of\nor is based upon an untrue statement or alleged untrue statement in or omission\nor alleged omission from such registration statement, any such preliminary\nprospectus, final prospectus, summary prospectus, amendment or supplement in\nreliance upon and in conformity with written information furnished to the\nCompany through an instrument duly executed by or on behalf of such Holder\nspecifically stating that it is for use in the preparation thereof. Such\nindemnity shall remain in full force and effect regardless of any investigation\nmade by or on behalf of the Holders, or any such director, officer, partner,\nunderwriter or controlling person and shall survive the transfer of such shares\nby the Holder.\n\n\n\n                                       14\n&gt;PAGE&gt;   78\n\n         (b)      The Company may require, as a condition to including any\nRegistrable Securities to be offered by a Holder in any registration statement\nfiled pursuant to this Agreement, that the Company shall have received an\nagreement from such Holder to be bound by the terms of this Section 11,\nincluding an undertaking reasonably satisfactory to it from such Holder, to\nindemnify and hold the Company, its directors and officers and each other\nPerson, if any, who controls the Company within the meaning of Section 15 of the\n1933 Act, against any losses, claims, damages or liabilities, joint or several,\nto which the Company or any such director or officer or controlling person may\nbecome subject under the 1933 Act or otherwise, insofar as such losses, claims,\ndamages or liabilities (or actions or proceedings, whether commenced or\nthreatened, in respect thereof) arise out of or are based upon any untrue\nstatement or alleged untrue statement in or omission or alleged omission from\nsuch registration statement, any preliminary prospectus, final prospectus or\nsummary prospectus contained therein, or any amendment or supplement thereto, if\nsuch statement or alleged statement or omission or alleged omission was made in\nreliance upon and in conformity with written information about such Holder as a\nHolder of the Company furnished to the Company through an instrument duly\nexecuted by such Holder specifically stating that it is for use in the\npreparation of such registration statement, preliminary prospectus, final\nprospectus, summary prospectus, amendment or supplement; provided, however, that\nsuch indemnity agreement found in this Section 11(b) shall in no event exceed\nthe gross proceeds from the offering received by such Holder. Such indemnity\nshall remain in full force and effect, regardless of any investigation made by\nor on behalf of the Company or any such director, officer or controlling person\nand shall survive the transfer by any Holder of such shares.\n\n         (c)      Promptly after receipt by an indemnified party of notice of\nthe commencement of any action or proceeding involving a claim referred to in\nSection 11(a) or (b) hereof (including any governmental action), such\nindemnified party shall, if a claim in respect thereof is to be made against an\nindemnifying party, give written notice to the indemnifying party of the\ncommencement of such action; provided that the failure of any indemnified party\nto give notice as provided herein shall not relieve the indemnifying party of\nits obligations under Section 11(a) or (b) hereof, except to the extent that the\nindemnifying party is actually prejudiced by such failure to give notice. In\ncase any such action is brought against an indemnified party, unless in such\nindemnified party's reasonable judgment a conflict of interest between such\nindemnified and indemnifying parties may exist or the indemnified party may have\ndefenses not available to the indemnifying party in respect of such claim, the\nindemnifying party shall be entitled to participate in and to assume the defense\nthereof, with counsel reasonably satisfactory to such indemnified party and,\nafter notice from the indemnifying party to such indemnified party of its\nelection so to assume the defense thereof, the indemnifying party shall not be\nliable to such indemnified party for any legal or other expenses subsequently\nincurred by the latter in connection with the defense thereof, unless in such\nindemnified party's reasonable judgment a conflict of interest between such\nindemnified and indemnifying parties arises in respect of such claim after the\nassumption of the defenses thereof, other than reasonable costs of\ninvestigation. Neither an indemnified nor an indemnifying party shall be liable\nfor any settlement of any action or proceeding effected without its consent. No\nindemnifying party shall, without the consent of the indemnified party,\n\n\n\n\n                                       15\n&gt;PAGE&gt;   79\n\nconsent to entry of any judgment or enter into any settlement which does not\ninclude as an unconditional term thereof the giving by the claimant or plaintiff\nto such indemnified party of a release from all liability in respect of such\nclaim or litigation. Notwithstanding anything to the contrary set forth herein,\nand without limiting any of the rights set forth above, in any event any party\nshall have the right to retain, at its own expense, counsel with respect to the\ndefense of a claim.\n\n         (d)      The indemnification required by Section 11(a) and (b) hereof\nshall be made by periodic payments of the amount thereof during the course of\nthe investigation or defense, as and when bills are received or expenses,\nlosses, damages or liabilities are incurred.\n\n         (e)      If the indemnification provided for in this Section 11 is held\nby a court of competent jurisdiction to be unavailable to an indemnified party\nwith respect to any loss, liability, claim, damage or expense referred to\nherein, the indemnifying party, in lieu of indemnifying such indemnified party\nhereunder, shall contribute to the amount paid or payable by such indemnified\nparty as a result of such loss, liability, claim, damage or expense as is\nappropriate to reflect the proportionate relative fault of the indemnifying\nparty on the one hand and the indemnified party on the other (determined by\nreference to, among other things, whether the untrue or alleged untrue statement\nof a material fact or omission relates to information supplied by the\nindemnifying party or the indemnified party and the parties' relative intent,\nknowledge, access to information and opportunity to correct or prevent such\nuntrue statement or omission), or (ii) if the allocation provided by clause (i)\nabove is not permitted by applicable law or provides a lesser sum to the\nindemnified party than the amount hereinafter calculated, not only the\nproportionate relative fault of the indemnifying party and the indemnified\nparty, but also the relative benefits received by the indemnifying party on the\none hand and the indemnified party on the other, as well as any other relevant\nequitable considerations. No indemnified party guilty of fraudulent\nmisrepresentation (within the meaning of Section 11(f) of the Securities Act)\nshall be entitled to contribution from any indemnifying party who was not guilty\nof such fraudulent misrepresentation.\n\n         (f)      Other Indemnification. Indemnification similar to that\nspecified in the preceding subsections of this Section 11 (with appropriate\nmodifications) shall be given by the Company and each Holder of Registrable\nSecurities with respect to any required registration or other qualification of\nsecurities under any federal or state law or regulation or governmental\nauthority other than the Securities Act.\n\n         12.      Miscellaneous\n\n         (a)      Governing Law. This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of Georgia applicable to\ncontracts between Georgia residents entered into and to be performed entirely\nwithin the State of Georgia.\n\n         (b)      Successors and Assigns. Except as otherwise provided herein,\nthe provisions hereof shall inure to the benefit of, and be binding upon, the\nsuccessors, assigns, executors and administrators of the parties hereto. In the\nevent the Company merges with, or is otherwise\n\n\n\n                                       16\n&gt;PAGE&gt;   80\n\nacquired by, a direct or indirect subsidiary of a publicly-traded company, the\nCompany shall condition the merger or acquisition on the assumption by such\nparent company of the Company's obligations under this Agreement.\n\n         (c)      Entire Agreement. This Agreement constitutes the full and\nentire understanding and agreement between the parties with regard to the\nsubjects hereof.\n\n         (d)      Notices, etc. All notices and other communications required or\npermitted hereunder shall be given in writing and shall be deemed effectively\ngiven upon personal delivery or three (3) business days following deposit with\nthe United States Postal Service, by certified mail, return receipt requested,\npostage prepaid, or otherwise delivered by hand or by messenger, addressed: (a)\nif to a Purchaser, at the address set forth opposite such Purchaser's name on\nSchedule I hereto, or (b) if to any other Holder of any Registrable Securities,\nat such address as such holder shall have furnished the Company in writing, or,\nuntil any such Holder so furnishes an address to the Company, then to and at the\naddress of the last Holder of such Registrable Securities who has so furnished\nan address to the Company, or (c) if to the Company, at WebMD, Inc., 400 The\nLenox Building, 3399 Peachtree Road, Atlanta, Georgia 30326, Attn: General\nCounsel, with a copy to Nelson Mullins Riley &amp; Scarborough, L.L.P., Bank of\nAmerica Corporate Center, Suite 2600, 100 North Tryon Street, Charlotte, North\nCarolina 28202, Attn: H. Bryan Ives III and C. Mark Kelly, or at such other\naddress as the Company shall have furnished to the Purchasers and each such\nother Holder in writing.\n\n         (e)      Delays or Omissions. No delay or omission to exercise any\nright, power or remedy accruing to any Holder of any Registrable Securities,\nupon any breach or default of the Company under this Agreement, shall impair any\nsuch right, power or remedy of such Holder nor shall it be construed to be a\nwaiver of any such breach or default, or an acquiescence therein, or of or in\nany similar breach or default thereunder occurring; nor shall any waiver of any\nsingle breach or default be deemed a waiver of any other breach or default\ntheretofore or thereafter occurring. Any waiver, permit, consent or approval of\nany kind or character on the part of any Holder of any breach or default under\nthis Agreement, or any waiver on the part of any Holder of any provisions or\nconditions of this Agreement, must be in writing and shall be effective only to\nthe extent specifically set forth in such writing. All remedies, either under\nthis Agreement, or by law or otherwise afforded to any holder, shall be\ncumulative and not alternative.\n\n         (f)      Counterparts. This Agreement may be executed in any number of\ncounterparts, each of which shall be enforceable against the parties actually\nexecuting such counterparts, and all of which together shall constitute one\ninstrument.\n\n         (g)      Severability. In the case any provision of this Agreement\nshall be invalid, illegal or unenforceable, the validity, legality and\nenforceability of the remaining provisions shall not in any way be affected or\nimpaired thereby.\n\n         (h)      Amendments. The provisions of this Agreement may be amended at\nany time and from time to time, and particular provisions of this Agreement may\nbe waived, with and\n\n\n\n                                       17\n&gt;PAGE&gt;   81\n\nonly with an agreement or consent in writing signed by the Company and by the\nholders of a majority of the number of shares of Registrable Securities (or\nsecurities convertible into Registrable Securities) outstanding as of the date\nof such amendment or waiver. The Purchasers acknowledge that by the operation of\nthis Section 12(h), the holders of a majority of the outstanding Registrable\nSecurities may have the right and power to diminish or eliminate all rights of\nany Purchaser under this Agreement.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       18\n&gt;PAGE&gt;   82\n\n\nSIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT\nDATED MAY 24, 1999 AMONG WEBMD, INC.,\nMICROSOFT CORPORATION AND THE PURCHASERS NAMED THEREIN\n\n\n\n         IN WITNESS WHEREOF, the parties have executed and delivered this\nAgreement as of the day and year first above written.\n\n                                             THE COMPANY:\n\n                                             WEBMD, INC.\n\n\n                                             By:\n                                                -----------------------------\n                                               Its:\n                                                   --------------------------\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       19\n&gt;PAGE&gt;   83\n\n\nSIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT\nDATED MAY 24, 1999 AMONG WEBMD, INC.,\nMICROSOFT CORPORATION AND THE PURCHASERS NAMED THEREIN\n\n\n\n                                 PURCHASERS:\n\n                                 INTEL CORPORATION\n\n\n                                 BY:\n                                     ----------------------------------------\n                                 ITS:\n                                     ----------------------------------------\n\n\n                                 COVAD COMMUNICATIONS GROUP INC.\n\n\n                                 BY:\n                                     ----------------------------------------\n                                 ITS:\n                                     ----------------------------------------\n\n\n                                 EXCITE, INC.\n\n\n                                 BY:\n                                     ----------------------------------------\n                                 ITS:\n                                     ----------------------------------------\n\n\n                                 SOFTBANK AMERICA INC.\n\n\n                                 BY:\n                                     ----------------------------------------\n                                 ITS:\n                                     ----------------------------------------\n\n\n                                 SUPERIOR CONSULTANT\n                                   HOLDINGS CORPORATION\n\n\n                                 BY:\n                                     ----------------------------------------\n                                 ITS:\n                                     ----------------------------------------\n\n\n\n\n\n                                       20\n&gt;PAGE&gt;   84\n\nSIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT\nDATED MAY 24, 1999 AMONG WEBMD, INC.,\nMICROSOFT CORPORATION AND THE PURCHASERS NAMED THEREIN\n\n\n\n                                 THE READER'S DIGEST ASSOCIATION, INC.\n\n\n                                 BY:\n                                     ----------------------------------------\n                                 ITS:\n                                     ----------------------------------------\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       21\n&gt;PAGE&gt;   85\n\n                                   SCHEDULE I\n\n                               LIST OF PURCHASERS\n\n\n&gt;TABLE&gt;\n&gt;CAPTION&gt;\n        PURCHASER               ADDRESSES                          NUMBER OF SHARES\n&gt;S&gt;                         &gt;C&gt;                                    &gt;C&gt;\nIntel Corporation           2200 Mission College Boulevard             26,768\n                            Santa Clara, CA  95052\n\nCovad Communications        2330 Central Expressway                    27,691\nGroup Inc.                  Santa Clara, CA  95050\n\nExcite Inc.                 555 Broadway                               46,151\n                            Redwood City, CA  94063\n\nSOFTBANK America Inc.       10 Langley Road                            92,302\n                            Suite 403\n                            Newton Center, MA  02459\n\nSuperior Consultant         4000 Town Center                           18,460\nHoldings Corporation        Suite 1100\n                            Southfield, MI  48075\n\nThe Reader's Digest         Reader's Digest Road                       23,999\nAssociation, Inc.           Pleasantville, New York 10570-7000\n\nDell USA, L.P.              One Dell Way                               36,921\n                            Round Rock, Texas  78682\n\n[TO COME]                                                               4,614\n                                                                      -------\n\n                                                    Total             276,906\n                                                                      =======\n&gt;\/TABLE&gt;\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8221,9303],"corporate_contracts_industries":[9510,9513],"corporate_contracts_types":[9622,9627],"class_list":["post-43437","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-microsoft-corp","corporate_contracts_companies-webmd-corp","corporate_contracts_industries-technology__programming","corporate_contracts_industries-technology__software","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43437","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43437"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43437"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43437"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43437"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}