EXHIBIT INDEX for WebMD

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WBMD » Topics » EXHIBIT INDEX

This excerpt taken from the WBMD 8-K filed Jul 2, 2009.

EXHIBIT INDEX


Exhibit Number			Description

	23	.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
	99	.1	Selected Financial Data
	99	.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	99	.3	Consolidated Financial Statements and Supplemental Financial Data
	99	.4	Risk Factors
	99	.5	Explanation of Non-GAAP Financial Measures

This excerpt taken from the WBMD 10-Q filed May 11, 2009.

EXHIBIT INDEX


Exhibit No.			Description

	3	.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A filed by the Registrant on September 29, 2005 (the “Form 8-A”))
	3	.2	By-laws of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on December 17, 2007)
	10	.1	Amended and Restated Loan Agreement, dated as of April 28, 2009, between Citigroup Global Markets Inc. and WebMD Health Corp.
	10	.2	Loan Agreement, dated as of April 28, 2009, between Citigroup Global Markets Inc. and HLTH Corporation (incorporated by reference to Exhibit 10.1 of HLTH Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009)
	10	.3*	Letter Agreement, dated as of February 19, 2009, between the Registrant and Anthony Vuolo (incorporated by reference to Exhibit 10.57 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008)
	10	.4*	Amendment No. 1 to WebMD Supplemental Bonus Program Trust Agreement (incorporated by referenced to Exhibit 10.58 to Amendment No. 1, filed on April 30, 2009, to WebMD Health Corp.’s Annual Report on Form 10-K for the year ended December 31, 2008)
	31	.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant
	31	.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant
	32	.1	Section 1350 Certification of Chief Executive Officer of Registrant
	32	.2	Section 1350 Certification of Chief Financial Officer of Registrant
	99	.1	Explanation of Non-GAAP Financial Measures


*		Agreement relates to executive compensation.

E-1

This excerpt taken from the WBMD 10-Q filed Nov 10, 2008.

EXHIBIT INDEX


Exhibit No.			Description

	2	.1*	Agreement and Plan of Merger, dated as of September 12, 2008, by and among WebMD Health Corp., Charlotte’s Corporation and Marketing Technology Solutions Inc.
	2	.2*	Agreement and Plan of Merger, dated as of February 20, 2008, between HLTH Corporation and the Registrant (incorporated by reference to Exhibit 2.1 to Amendment No. 1, filed on February 25, 2008, to the Current Report on Form 8-K filed by the Registrant on February 21, 2008)
	2	.3	Amendment No. 1, dated as of May 6, 2008, to Agreement and Plan of Merger, dated as of February 20, 2008, between HLTH Corporation and WebMD Health Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on May 7, 2008)
	2	.4	Amendment No. 2, dated as of September 12, 2008, to Agreement and Plan of Merger, dated as of February 20, 2008, between HLTH Corporation and WebMD Health Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on September 15, 2008)
	2	.5	Termination Agreement, dated as of October 19, 2008, between HLTH Corporation and WebMD Health Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on October 20, 2008)
	3	.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A filed by the Registrant on September 29, 2005 (the “Form 8-A”))
	3	.2	By-laws of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on December 17, 2007)
	31	.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant
	31	.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant
	32	.1	Section 1350 Certification of Chief Executive Officer of Registrant
	32	.2	Section 1350 Certification of Chief Financial Officer of Registrant


*		Certain of the exhibits and schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

E-1

This excerpt taken from the WBMD 10-Q filed Aug 11, 2008.

EXHIBIT INDEX


Exhibit No.			Description

	2	.1*	Agreement and Plan of Merger, dated as of February 20, 2008, between HLTH Corporation and the Registrant (incorporated by reference to Exhibit 2.1 to Amendment No. 1, filed on February 25, 2008, to the Current Report on Form 8-K filed by the Registrant on February 21, 2008)
	2	.2	Amendment No. 1, dated as of May 6, 2008, to Agreement and Plan of Merger, dated as of February 20, 2008, between HLTH Corporation and WebMD Health Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on May 7, 2008)
	3	.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A filed by the Registrant on September 29, 2005)
	3	.2	By-laws of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on December 17, 2007)
	10	.1	Loan Agreement, dated as of May 6, 2008, between Citigroup Global Markets Inc. SB and WebMD Health Corp.
	31	.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant
	31	.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant
	32	.1	Section 1350 Certification of Chief Executive Officer of Registrant
	32	.2	Section 1350 Certification of Chief Financial Officer of Registrant


*		Certain of the exhibits and schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

E-1

This excerpt taken from the WBMD 10-Q filed May 12, 2008.

EXHIBIT INDEX


Exhibit No.			Description

	2	.1*	Agreement and Plan of Merger, dated as of February 20, 2008, between HLTH Corporation and the Registrant (incorporated by reference to Exhibit 2.1 to Amendment No. 1, filed on February 25, 2008, to the Current Report on Form 8-K filed by the Registrant on February 21, 2008)
	2	.2	Amendment No. 1, dated as of May 6, 2008, to Agreement and Plan of Merger, dated as of February 20, 2008, between HLTH Corporation and WebMD Health Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on May 7, 2008)
	3	.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A filed by the Registrant on September 29, 2005 (the “Form 8-A”))
	3	.2	Amended and Restated Bylaws of Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on December 17, 2007)
	10	.1**	WebMD, LLC Supplemental Bonus Program Trust Agreement (incorporated by reference to Exhibit 10.48 to Amendment No. 1, filed on April 29, 2008, to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007)
	31	.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant
	31	.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant
	32	.1	Section 1350 Certification of Chief Executive Officer of Registrant
	32	.2	Section 1350 Certification of Chief Financial Officer of Registrant


*		Certain of the exhibits and schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

**		Agreement relates to executive compensation.

E-1

This excerpt taken from the WBMD 10-Q filed Nov 9, 2007.

EXHIBIT INDEX


Exhibit No.			Description

	3	.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A filed by the Registrant on September 29, 2005 (the “Form 8-A”))
	3	.2	By-laws of the Registrant (incorporated by reference to Exhibit 99.2 to the Form 8-A)
	10	.1*	Amended and Restated WebMD Health Corp. 2005 Long-Term Incentive Plan**
	31	.1*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant
	31	.2*	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant
	32	.1*	Section 1350 Certification of Chief Executive Officer of Registrant
	32	.2*	Section 1350 Certification of Chief Financial Officer of Registrant


*		Filed herewith.

**		Relates to management compensation.

E-1

This excerpt taken from the WBMD 10-Q filed Aug 9, 2007.

EXHIBIT INDEX


Exhibit No.			Description

	3	.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A filed by the Registrant on September 29, 2005 (the “Form 8-A”))
	3	.2	By-laws of the Registrant (incorporated by reference to Exhibit 99.2 to the Form 8-A)
	31	.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant
	31	.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant
	32	.1	Section 1350 Certification of Chief Executive Officer of Registrant
	32	.2	Section 1350 Certification of Chief Financial Officer of Registrant

E-1

This excerpt taken from the WBMD 10-Q filed May 10, 2007.

EXHIBIT INDEX


Exhibit No.			Description

	3	.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A filed by the Registrant on September 29, 2005 (the “Form 8-A”))
	3	.2	By-laws of the Registrant (incorporated by reference to Exhibit 99.2 to the Form 8-A)
	31	.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant
	31	.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant
	32	.1	Section 1350 Certification of Chief Executive Officer of Registrant
	32	.2	Section 1350 Certification of Chief Financial Officer of Registrant

E-1

This excerpt taken from the WBMD 10-Q filed Nov 13, 2006.

EXHIBIT INDEX


Exhibit No.			Description


	2	.1	Asset Purchase Agreement, dated as of July 19, 2006, among June Plum, Inc. (a wholly owned subsidiary of the Registrant), Medsite, Inc., Medsite Acquisition Corp., MedsiteCME, LLC and Medsite Pharmaceutical Services, LLC (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on July 25, 2006)

	3	.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A filed by the Registrant on September 29, 2005 (the “Form 8-A”))

	3	.2	By-laws of the Registrant (incorporated by reference to Exhibit 99.2 to the Form 8-A)

	10	.1	Amended and Restated Emdeon Corporation 2000 Long-Term Incentive Plan (incorporated by reference from Annex E to the Emdeon Corporation’s Proxy Statement for its 2006 Annual Meeting filed on August 14, 2006)**

	10	.2	Amended and Restated WebMD Health Corp. 2005 Long-Term Incentive Plan (incorporated by reference from Annex E to the Registrant’s Proxy Statement for its 2006 Annual Meeting filed on August 14, 2006)**

	10	.3	Amended and Restated Business Services Agreement, dated as of August 7, 2006, between Emdeon Practice Services, Inc. and the Registrant (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on August 11, 2006)

	10	.4	Amended and Restated Joint Development Agreement, dated as of August 7, 2006, between Emdeon Practice Services, Inc. and the Registrant (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on August 11, 2006)

	10	.5	Amended and Restated Business Services Agreement, dated as of September 25, 2006, among EBS Master LLC, Envoy Corporation and the Registrant (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on September 29, 2006)

	10	.6	CDHP Marketing Plan Agreement, dated as of September 25, 2006, among EBS Master LLC, Envoy Corporation, Advanced Business Fulfillment LLC and the Registrant (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on September 29, 2006)

	10	.7	Form of Amendment to Emdeon Corporation’s Equity Compensation Plans and Stock Option Agreements (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by Emdeon Corporation on November 9, 2006)**

	31	.1*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant

	31	.2*	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant

	32	.1*	Section 1350 Certification of Chief Executive Officer of Registrant

	32	.2*	Section 1350 Certification of Chief Financial Officer of Registrant


*		Filed herewith.

**		Relates to management compensation.

E-1

This excerpt taken from the WBMD 10-Q filed Aug 9, 2006.

EXHIBIT INDEX


Exhibit No.			Description


	3	.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A filed by the Registrant on September 29, 2005 (the “Form 8-A”))

	3	.2	By-laws of the Registrant (incorporated by reference to Exhibit 99.2 to the Form 8-A)

	10	.1	Agreement and Plan of Merger, dated as of April 13, 2006, among Summex Corporation, the Registrant, and FFGM, Inc. (incorporated by reference to Exhibit 10.1 the Form 8-K filed by the Registrant on April 19, 2006)

	31	.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant

	31	.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant

	32	.1	Section 1350 Certification of Chief Executive Officer of Registrant

	32	.2	Section 1350 Certification of Chief Financial Officer of Registrant

E-1

EXCERPTS ON THIS PAGE:

8-K	Jul 2, 2009

10-Q	May 11, 2009

10-Q	Nov 10, 2008

10-Q	Aug 11, 2008

10-Q	May 12, 2008

10-Q	Nov 9, 2007

10-Q	Aug 9, 2007

10-Q	May 10, 2007

10-Q	Nov 13, 2006

10-Q	Aug 9, 2006

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