AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

Conformed Copy

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

WEBMD HEALTH CORP.,

CHARLOTTE’S CORPORATION AND

MARKETING TECHNOLOGY SOLUTIONS INC.

September 12, 2008

Table of Contents

Exhibits

Annexes

Schedules

Company Disclosure Schedule

AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is made and entered into as of September 12, 2008 by and among WebMD Health Corp., a Delaware corporation (“ Parent ”), Charlotte’s Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“ Merger Sub ”) and Marketing Technology Solutions Inc., a Delaware corporation (collectively, the “ Company ”) and Jay Goldberg and Russell Planitzer, each solely in their capacity as the Securityholder Representatives hereunder.

RECITALS

     A. The Boards of Directors of the Company, Merger Sub and Parent believe it is in the best interests of their respective corporations and the stockholders of their respective corporations that the Company be acquired by Parent through the statutory merger of Merger Sub with and into the Company (the “ Merger ”) and, in furtherance thereof, have deemed advisable, approved and adopted this Agreement and the Merger.

     B. Pursuant to the Merger, among other matters, the outstanding shares of capital stock of the Company (“ Company Capital Stock ”) shall be converted into the right to receive cash in the amounts and on the terms and subject to the conditions set forth herein.

     C. As a condition to the consummation of the transactions contemplated by this Agreement, Parent, Merger Sub and JPMorgan Chase Bank, National Association (the “ Escrow Agent ”) will enter into an Escrow Agreement, substantially in the form attached hereto as Exhibit A (the “ Escrow Agreement ”), pursuant to which, among other things, at the Effective Time (as hereinafter defined) Parent will deposit a portion of the Base Merger Consideration into an account (the “ Escrow Fund ”) with the Escrow Agent, such amount to secure Parent’s right to indemnification as set forth herein;

     D. Contemporaneously with the execution and delivery of this Agreement, certain stockholders have entered into a Principal Stockholder Agreement in a form reasonably acceptable to Parent (the “ Principal Stockholder Agreement ”);

     E. Prior to the execution and delivery of this Agreement, the persons listed on Annex I have executed employment agreements regarding their continued employment, effective as of the Closing (the “ Employment Agreements ”); and

     F. The Company, Merger Sub and Parent desire to make certain representations and warranties and other agreements in connection with the Merger.

     NOW, THEREFORE, in consideration of the premises, covenants, agreements and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I
THE MERGER

      1.1 The Merger . At the Effective Time, and subject to and upon the terms and conditions set forth in this Agreement and the applicable provisions of the Delaware General Corporation Law (the “ DGCL ”), Merger Sub shall be merged with and into the Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly-owned subsidiary of Parent. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “ Surviving Corporation .”

      1.2 Closing; Effective Time . The closing of the Merger (the “ Closing ”) shall take place as soon as practicable, but no later than two (2) Business Days, after the satisfaction or waiver of each of the conditions set forth in Article V (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction thereof at the Closing) or at such other time as the parties hereto agree in writing (the “ Closing Date ”). The Closing shall take place at the offices of Lowenstein Sandler PC, 65 Livingston Avenue, Roseland, New Jersey, or at such other location as the parties hereto agree in writing. At the Closing, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger in the form annexed hereto as Exhibit B (the “ Delaware Certificate of Merger ”), together with the required officers’ certificates, with the Delaware Secretary of State, in accordance with the relevant provisions of the DGCL (the time that the Delaware Certificate of Merger is filed and accepted by the Delaware Secretary of State (or such later time as may be specified in the Delaware Certificate of Merger) or such later time as may be agreed to by Parent and the Company and set forth in such filing being the “ Effective Time ”).

      1.3 Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Delaware Certificate of Merger and the applicable provisions of the DGCL.

      1.4 Certificate of Incorporation; Bylaws .

          (a) At the Effective Time, the Company certificate of incorporation shall be amended and restated so as to be materially similar to the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be Marketing Technology Solutions Inc., and as so amended and restated such Amended and Restated Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended.

          (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

      1.5 Directors and Officers . From and after the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation and the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case until the earlier of their respective deaths,

resignations or removals or until their respective successors are duly elected or appointed and qualified, as the case may be.

      1.6 Merger Consideration .

          (a)  Conversion of Company Capital Stock . At the Effective Time, on the terms and subject to the conditions of this Agreement by virtue of the Merger and without any action on the part of the holder of any shares of Company Capital Stock, (i) each share of Series A Stock, Series B Stock and Series C Stock issued and outstanding immediately prior to the Effective Time (other than shares, if any, of Series A Stock, Series B Stock and Series C Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Agreement or consented thereto in writing and who has complied with the requirements of Section 262 of the DGCL (“ Dissenting Shares ”) shall be canceled and extinguished and converted into the right to receive the Series A Consideration, the Series B Consideration or the Series C Consideration, respectively, and (ii) each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be canceled and extinguished and converted into the right to receive the Common Stock Consideration.

          (b)  Adjustments to Conversion Ratios . The amount of cash into which each share of Company Capital Stock is to be converted shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Capital Stock), reorganization, recapitalization or other like change with respect to Company Capital Stock occurring after the date hereof and prior to the Effective Time.

          (c)  Conversion of Merger Sub Capital Stock . Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and shall thereafter represent one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

          (d)  Appraisal Rights . Notwithstanding anything in this Agreement to the contrary, Dissenting Shares shall not be converted into the right to receive the allocable portion of the Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to applicable Law. The Company agrees that, except with the prior written consent of Parent, or as required under applicable Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand made by any holder of Dissenting Shares (“ Dissenting Stockholder ”) under applicable Law. The Company also agrees to give Parent (x) prompt notice of any written demand for appraisal of any Company Capital Stock, attempted withdrawals of such demands, and any other instruments received by the Company related to any rights of appraisal and (y) the opportunity to direct all demands for appraisal under applicable Law. Each Dissenting Stockholder who, pursuant to the provisions of applicable Law, becomes entitled to payment of the “fair value” for their shares of Company Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent shall issue and deliver, upon surrender by such

stockholder of certificate or certificates representing shares of Company Capital Stock, the portion of the Merger Consideration to which such stockholder would otherwise be entitled under Section 1.6(a) .

      1.7 Options and Warrants .

          (a) Prior to the Effective Time, the Company shall enter into an agreement, in a form reasonably satisfactory to the Parent, with each holder of an outstanding Option providing for (i) the termination of all Ineligible Options effective as of the Effective Time, without payment of any consideration therefor and (ii) upon the due surrender of each Eligible Option pursuant to a valid Letter of Transmittal, payment, subject to the provisions of Sections 1.8 , 1.9 , 1.15 and 1.16 , of the Merger Consideration (if and when payable pursuant to this Agreement) in an amount equal to (x) the number of shares of Common Stock subject to such Eligible Option multiplied by the Common Stock Consideration, less (y) the aggregate exercise price applicable to such Option (but only to the extent such aggregate exercise price was not applied with respect to a prior payment).

          (b) Prior to the Effective Time, the Company shall enter into an agreement, in a form reasonably satisfactory to the Parent, with each holder of an outstanding Warrant providing for, upon the due surrender of each Warrant pursuant to a valid Letter of Transmittal, payment, subject to the provisions of Sections 1.8 , 1.9 , 1.15 and 1.16 , of the Merger Consideration (if and when payable pursuant to this Agreement) in an amount equal to (x) the number of shares of Common Stock subject to the Warrant multiplied by the Common Stock Consideration, less (y) the aggregate exercise price applicable to such Warrant.

          (c) The Company shall terminate all Company Stock Plans immediately prior to the Effective Time.

      1.8 Payment Procedures .

          (a) At least five (5) days prior the Closing, Parent shall deliver to each Specified Holder (A) a letter of transmittal in customary form (including an accompanying Substitute Form W-9) (each, a “ Letter of Transmittal ”) (which shall specify that delivery shall be effected, and risk of loss and title to the certificates representing outstanding shares of Company Capital Stock (each, a “ Company Certificate ”) shall pass, only upon delivery of the Company Certificates to the Payment Agent) and (B) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration, when and if payable. At the Closing, Parent shall deliver (i) to JPMorgan Chase Bank, National Association (or another payment agent designated by Parent and reasonably acceptable to the Company), acting as payment agent for the Company Securityholders, other than the Company Optionholders, and to the Company, acting as payment agent for the Company Optionholders (collectively, the “ Payment Agent ”; it being understood that the Company may delegate some or all of its responsibilities as Payment Agent to JPMorgan Chase Bank, National Association), in exchange for shares of the Company Capital Stock and Eligible Options and Warrants outstanding immediately prior to the Effective Time an aggregate amount equal to the Base Merger Consideration minus the Escrowed Amount, SR Amount, Transaction Fees and Closing Payments, (ii) to the Escrow Agent, Six Million Five Hundred Thousand Dollars ($6,500,000)

(the “ Escrowed Amount ”), (iii) to an account designated to Parent by the Securityholder Representatives on or prior to the Effective Time, Two Hundred Fifty Thousand Dollars ($250,000) (the “ SR Amount ”), (iv) pursuant to wire instructions delivered to Parent by the Securityholder Representatives on or prior to the Effective Time, an amount equal to the Transaction Fees, (v) pursuant to instructions delivered to Parent by the Securityholder Representatives, the Closing Payments and (vi) to each holder of record of shares of Company Capital Stock that were converted into the right to receive cash (other than the Specified Holders) (A) a Letter of Transmittal and (B) instructions for use in effecting the surrender of the Company Certificates in exchange for the relevant portion of the Merger Consideration. On the Closing Date, the Parent will instruct the Payment Agent to pay, and the Payment Agent will pay, by wire transfer of same day funds, the amount payable to each Specified Holder provided such Specified Holder has delivered an executed Letter of Transmittal and otherwise complied with the terms and conditions set forth in Section 1.8(c) below. Prior to the Closing, the Company and Parent shall each pay 50% of the fees and expenses of the Payment Agent.

          (b) The Escrowed Amount shall be deposited into escrow with the Escrow Agent and subject to the terms of the Escrow Agreement and this Agreement, subject to release as described in Section 1.9 below.

          (c) Upon surrender of Company Certificates to the Payment Agent, together with a Letter of Transmittal (including the accompanying Substitute Form W-9), duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Certificates (if such holder is not a Specified Holder) shall be entitled to receive in exchange therefor the portion of Base Merger Consideration to which such holder is entitled pursuant to Section 1.6 (subject to Sections 1.8 , 1.9 and 1.15 ), and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented one or more shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes to evidence only the right to receive that portion of the Merger Consideration payable in respect of such shares of Company Capital Stock pursuant to this Agreement.

          (d) If any cash is to be paid in a name other than that in which the Company Certificate surrendered in exchange therefor is registered, it shall be a condition of the payment thereof that the Company Certificate so surrendered has been properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange has paid to Parent or any agent designated by it any transfer or other taxes required by reason of the payment of cash in any name other than that of the registered holder of the Company Certificate surrendered, or established to the reasonable satisfaction of Parent or any agent designated by Parent that such tax has been paid or is not payable.

          (e)  Termination of Fund; No Liability . At any time following six months after the Effective Time, Parent will be entitled to require the Payment Agent to deliver to it any funds (including any earnings received with respect thereto) which had been made available to the Payment Agent and which have not been disbursed to holders of Company Certificates, and thereafter such holders will be entitled to look only to Parent (subject to abandoned property, escheat or other similar laws) and only as general creditors thereof with respect to the portion of the Merger Consideration payable upon due surrender of their Company Certificates, without

any interest thereon. Notwithstanding the foregoing, neither Parent nor the Payment Agent will be liable to any holder of a Company Certificate for the portion of the Merger Consideration properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

      1.9 Indemnification Escrow . The Escrowed Amount shall be deposited into escrow with the Escrow Agent and subject to the terms of the Escrow Agreement and this Agreement and remain in escrow until the twelve (12) month anniversary of the Closing Date (the “ Indemnity Release Date ”) or until it is paid to a Parent Indemnitee; provided , that upon the Indemnity Release Date, an amount equal to the difference between (a) the remainder of the Escrowed Amount and (b) the then-applicable Reserve Amount shall be promptly released by the Escrow Agent pursuant to the terms of the Escrow Agreement to the Company Securityholders in accordance with this Agreement. For purposes hereof, the term “ Reserve Amount ” shall mean the sum of any amounts set forth in any Indemnification Notices or Claim Notices provided pursuant to Section 7.3 hereof which describe in reasonable detail the nature and amount of any such claim or claims (provided, however, that if any such notice includes a good faith statement that the relevant Parent Indemnitee is not reasonably capable of determining a material portion of the potential Losses from such claim or claims, the Reserve Amount shall be: (i) if the maximum potential Losses can be reasonably estimated in good faith by the relevant Parent Indemnitee, the maximum amount of such potential Losses or (ii) if such maximum amount cannot be reasonably estimated in good faith (such assertion to be supported by a letter from the relevant Parent Indemnitee’s outside counsel), the full balance remaining of the Escrowed Amount), with the maximum potential Losses underlying each such claim or claims being deemed a part of the Reserve Amount until the final disposition of the claim or claims underlying such amounts.

      1.10 No Further Ownership Rights in Company Capital Stock . All cash paid upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time.

      1.11 Lost, Stolen or Destroyed Certificates . In the event any Company Certificates shall have been lost, stolen or destroyed, the Payment Agent shall issue and pay in exchange for such lost, stolen or destroyed Company Certificates, upon the making of an affidavit of that fact by the holder thereof, the portion of the Merger Consideration then payable pursuant to Section 1.6 with respect to shares of Company Capital Stock represented by such certificates; provided , however , that Parent may, in its discretion and as a condition precedent to the issuance and payment thereof, require the owner of such lost, stolen or destroyed Company Certificates to deliver to Parent an affidavit of loss, theft or destruction in form reasonably satisfactory to Parent and the posting by such owner of a bond, in such amount as Parent may direct, as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation, the Company, the Paying Agent or any of their respective directors, officers, employees, affiliates or agents with respect to Company Certificates alleged to have been lost, stolen or destroyed.

      1.12 Taking of Necessary Action; Further Action . At any time after the Effective Time, the officers and directors of Merger Sub, the Company and the Surviving Corporation

shall take such further action as may be reasonably requested by Parent which is necessary or desirable to carry out the purposes of this Agreement and to vest Parent with control over, and to vest the Surviving Corporation with full right, title and possession to, all assets, property, rights, privileges, powers and franchises of the Company.

      1.13 Withholding Obligations . Notwithstanding any other provision in this Agreement, Parent, the Company, the Merger Sub, the Surviving Corporation, the Paying Agent and the Escrow Agent shall have the right to deduct and withhold Taxes from any payments to be made hereunder (including any payments to be made under the Escrow Agreement) if such withholding is required by law and to collect any necessary Tax forms, including Form W-9 or the appropriate series of Form W-8, as applicable, or any similar information, from the Company Securityholders and any other recipients of payments hereunder. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been delivered and paid to the Company Securityholder or other recipient of payments in respect of which such deduction and withholding was made.

      1.14 Adjustments Before and After the Closing . The Merger Consideration shall be subject to adjustment as follows:

          (a) Not later than two (2) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a projected balance sheet of the Company as of the Closing Date (the “ Preliminary Closing Balance Sheet ”). The Preliminary Closing Balance Sheet shall be prepared in accordance with GAAP (except that the Preliminary Balance Sheet shall be subject to normal and recurring year-end adjustments which, taken as a whole, shall not be material in amount and will not include footnotes) and, to the extent not inconsistent with GAAP, on a basis consistent with the preparation of the Company Balance Sheet. The Preliminary Closing Balance Sheet shall be accompanied by a statement setting forth in reasonable detail the calculations showing the basis for the determination of such sums. The Preliminary Closing Balance Sheet shall be accompanied by (i) backup materials and schedules reasonably requested by Parent and (ii) a statement setting forth in reasonable detail the estimated Net Working Capital of the Company as of the Closing as reflected on the Preliminary Closing Balance Sheet (the “ Preliminary Net Working Capital ”).

          (b) Not later than 90 calendar days after the Closing Date, Parent shall deliver to the Securityholder Representatives a balance sheet of the Company (the “ Closing Balance Sheet ”) as of the Closing Date. The Closing Balance Sheet shall be prepared in accordance with GAAP (except that the Closing Balance Sheet shall be subject to normal and recurring year-end adjustments which, taken as a whole, shall not be material in amount and will not include footnotes) and, to the extent not inconsistent with GAAP, on a basis consistent with the preparation of the Company Balance Sheet. The Closing Balance Sheet shall be accompanied by (i) backup materials and schedules reasonably requested by the Securityholder Representatives, and (ii) a statement setting forth in reasonable detail the Net Working Capital of the Company as of the Closing Date as reflected on the Closing Balance Sheet (the “ Closing Net Working Capital ”), and (iii) if the Closing Net Working Capital is different from the Preliminary Net Working Capital, a reasonably detailed reconciliation of the Closing Net Working Capital to the Preliminary Net Working Capital. The Closing Balance Sheet shall be accompanied by a

reasonably detailed statement setting forth the calculations showing the basis for the determination of such sums.

          (c) In the event that the Securityholder Representatives dispute the Closing Balance Sheet or the calculation of the Closing Net Working Capital prepared by Parent, the Securityholder Representatives shall notify Parent in writing (the “ Securityholder Representatives Dispute Notice ”) of the amount, nature and basis of such dispute, within 30 calendar days after delivery to the Securityholder Representatives of the Closing Balance Sheet. In the event of such a dispute, Parent and the Securityholder Representatives shall first use their diligent good faith efforts to resolve such dispute among themselves. Parent shall make the work papers and back-up materials used in preparing the Closing Balance Sheet and the Closing Net Working Capital, and the books, records, and financial staff of the Surviving Corporation, reasonably available to the Securityholder Representatives and its accountants and other representatives at reasonable times and upon reasonable notice during the review by the Securityholder Representatives of the Closing Balance Sheet and the Closing Net Working Capital and the resolution by the parties of any objections thereto. If Parent and the Securityholder Representatives are unable to resolve the dispute within 30 calendar days after delivery of the Securityholder Representatives Dispute Notice, then any remaining items in dispute shall be submitted to an independent nationally recognized accounting firm selected in writing by the Securityholder Representatives and Parent or, if the Securityholder Representatives and Parent fail or refuse to select a firm within 10 calendar days after written request therefor by the Securityholder Representatives or Parent, such an independent nationally recognized accounting firm shall be selected in accordance with the JAMS Comprehensive Arbitration Rules and Procedures for selection of arbitrators by the New York, New York office of JAMS (the “ Neutral Accountant ”). All determinations pursuant to this Section 1.14(c) shall be in writing and shall be delivered to Parent and the Securityholder Representatives.

          (d) The Neutral Accountant’s computation shall be considered as in the nature of an arbitration award, and it shall be subject to enforcement or challenge in the United States District Court for the Southern District of New York pursuant to provisions of the United States Federal Arbitration Act.

          (e) The fees and expenses of the Neutral Accountant in connection with the resolution of disputes pursuant to Section 1.14(c) shall be shared equally by the Company Securityholders (based on their pro rata interests in the Base Merger Consideration immediately following the Effective Time and payable by reduction of any amounts otherwise payable to them pursuant to this Agreement), on the one hand, and Parent, on the other hand; provided that if the Neutral Accountant determines that one such party has adopted a position or positions with respect to the Closing Balance Sheet or the calculation of the Closing Net Working Capital Adjustment that is frivolous or clearly without merit, the Neutral Accountant may, in its discretion, assign a greater portion of any such fees and expenses to such party.

          (f) Immediately upon the expiration of the 30-day period for giving the Securityholder Representatives Dispute Notice, as the case may be, if no such notice is given, or upon notification by the Securityholder Representatives to Parent that no such notice will be given, or immediately upon the resolution of disputes, if any, pursuant to this Section 1.14 , the

Closing Net Working Capital, as the same may have been adjusted pursuant to Section 1.14(c) , shall become the “ Adjusted Net Working Capital .”

      1.15 Payments on Account of Net Working Capital . If the Adjusted Net Working Capital is less than the Target Working Capital, then the Escrow Agent shall deliver to Parent from the Escrow Amount an amount equal to the excess of the Target Working Capital over the Adjusted Net Working Capital, less the Preliminary Net Working Capital Adjustment, if any. If the Adjusted Net Working Capital is greater than the Target Working Capital, Parent shall deliver to the Payment Agent, cash in an amount equal to the excess of the Adjusted Net Working Capital over the Target Working Capital, plus the Preliminary Net Working Capital Adjustment, if any, for distribution pursuant to the terms of this Agreement, promptly following the expiration of the 30-day period for giving the Securityholder Representatives Dispute Notice, if no Securityholder Representatives Dispute Notice is given, or following notification by the Securityholder Representatives to Parent that no Dispute Notice will be given, or following final resolution of any dispute in connection with the determination of the Adjusted Net Working Capital.

      1.16 Earn-Out Payment .

          (a)  Amount of Earn-Out Payment . As additional consideration, Parent shall, if earned pursuant to the terms of this Agreement, pay to the Payment Agent, on behalf of and for distribution to the Company Securityholders in accordance with the terms of this Agreement, an aggregate amount of up to (A) Twenty-Five Million Dollars ($25,000,000), less (B) (x) the KERP Earn-Out Payment and (y) the Additional Broker Fee (the “ Maximum Earn-Out Payment ”), as follows: (i) if Company EBITDA (as defined in Section 1.16(e)(x)) during calendar year 2009 (the “ Measurement Period ”) is less than or equal to Four Million Five Hundred Thousand Dollars ($4,500,000) (the “ EBITDA Threshold ”), no payment shall be made, (ii) if Company EBITDA during the Measurement Period is greater than the EBITDA Threshold, a payment shall be made as is equal to (I) the product obtained by multiplying (A) the amount by which Company EBITDA during the Measurement Period exceeds the EBITDA Threshold, times (B) twelve (12), less (II) the KERP Earn-Out Payment; provided, that in no event shall the payment under this clause (B) exceed the Maximum Earn-Out Payment and (iii) in the event that there is a Change of Control of the Surviving Corporation prior to the end of the Measurement Period (other than in connection with a Change of Control of Parent or HLTH Corporation), a payment shall be made as is equal to the Maximum Earn-Out Payment. The aggregate amount of the earned payment to be made pursuant to this section, if any, is referred to as the “ Earn-Out Payment .”

          (b)  Method of Payment . The Earn-Out Payment, if any, shall be made by Parent to the Payment Agent, on behalf of and for the account of the Company Securityholders, by April 15, 2010, or, if the Securityholder Representatives dispute Parent’s computation of the Earn-Out Payment (in accordance with Section 1.16(e) below), the undisputed portion of the Earn-Out Payment shall be paid by such date and the remainder shall be paid as soon as practicable after final determination of such amount, and shall thereafter be paid by the Payment Agent by check delivered to the address of the Company Securityholders provided to the Payment Agent by the Securityholder Representatives.

          (c)  Determination of Earn-Out Payment; Dispute Resolution as to the Earn-Out Payment Computation .

               (i) Parent shall deliver to the Securityholder Representatives as soon as practicable, and in any event no later than March 31, 2010, a schedule setting forth the computation of the Earn-Out Payment, if any. Parent’s computation thereof shall be conclusive and binding upon the parties hereto and on the Company Securityholders unless, within fifteen (15) days following the receipt of such schedule by the Securityholder Representatives, the Securityholder Representatives notify Parent in writing that it disagrees with Parent’s computation; provided that the Securityholder Representatives may agree in writing in whole or in part with Parent’s computation following which the undisputed portion (which may be the entire Earn-Out Payment) of the Earn-Out Payment shall be promptly paid. Such notice shall include a schedule setting forth the Securityholder Representatives’ computation of the payment and their reasons for disagreeing with Parent’s computation. If Parent disagrees with the Securityholder Representatives’ computation in whole or in part, the undisputed portion of the Earn-Out Payment promptly shall be paid and an officer of Parent shall promptly meet with the Securityholder Representatives within ten (10) days after delivery of the Securityholder Representatives’ notice, and the parties shall attempt in good faith to reach a resolution of such disagreement.

               (ii) If such disagreement is not resolved within twenty (20) days after delivery of the Securityholder Representatives’ notice, Parent or the Securityholder Representatives will inform the Neutral Accountant (who shall be selected pursuant to Section 1.14(c) ) of the dispute, in which case the Neutral Accountant shall be engaged to compute the amount of the Earn-Out Payment, if any, as promptly as practicable, and deliver copies of the computation to both Parent and the Securityholder Representatives.

               (iii) In undertaking its computation, the Neutral Accountant shall review Parent’s computation of the Earn-Out Payment and accompanying financial information, the Securityholder Representation’s notice of disagreement, position papers of no more than 15 pages from each side (to be furnished to the Neutral Accountant within ten (10) days after Parent’s or the Securityholder Representatives’ request to the Neutral Accountant for the computation), and any financial documents which the Neutral Accountant in its sole discretion deems relevant to its computation and requests from Parent. The scope of the Neutral Accountant’s authority and responsibility hereunder strictly shall be limited to the computation of the Earn-Out Payment, which, for the avoidance of doubt, shall not involve any determination as to whether a Material Breach or Other Breach has occurred.

               (iv) The expenses of the Neutral Accountant shall be borne equally by Parent and the Securityholder Representatives (which Securityholder Representatives’ portion may be subtracted from the Earn-Out Payment otherwise payable to the Company Securityholders); provided, that if the Neutral Accountant’s computation of the Earn-Out Payment is more than 120% of the amount originally calculated by Parent, then Parent shall bear all of such expenses; provided, further, that if the Neutral Accountant’s computation of the Earn-Out Payment is less than 80% of the amount originally calculated by Parent, then the Securityholder Representatives shall bear all of such expenses (which expenses may be subtracted from the Earn-Out Payment otherwise payable to the Company Securityholders).

               (v) The Neutral Accountant’s computation shall be considered as in the nature of an arbitration award, and it shall be subject to enforcement or challenge in the United States District Court for the Southern District of New York pursuant to provisions of the United States Federal Arbitration Act.

               (vi) Parent shall not be required to make any payment of the disputed amount of the Earn-Out Payment, if any, to the Payment Agent until the period during which the Securityholder Representatives may object to the amount of the Earn-Out Payment has lapsed or, if properly contested in accordance with the provisions hereof, the amount of the Earn-Out Payment has been agreed upon by the parties or calculated by the Neutral Accountant and any court challenge to the Neutral Accountant’s computation pursuant to this section has been concluded.

          (d)  Rights Not Transferable . The rights of the Company Securityholders to the Earn-Out Payment, if any, will not be represented by a certificate, are personal to each Company Securityholder and shall not be transferable for any reason other than by operation of law, will or the laws of descent and distribution. Any attempted transfer of such right by any holder thereof (other than as permitted by the immediately preceding sentence) shall be null and void.

          (e)  Operations of the Business of the Company .

               (i) From and after the Effective Time until the end of the Measurement Period, Parent will, as the stockholder of the Surviving Corporation, control the business of the Surviving Corporation in good faith and shall not take any action the purpose of which is to reduce or eliminate the Earn-Out Payment or the amount thereof provided for in this Section 1.16 . In addition thereto, the parties acknowledge that the Surviving Corporation will be operated by its management in a manner consistent with the manner in which it has been represented to Parent to have been operated prior to the date of this Agreement, including with respect to product and program pricing, targeted gross margins, program delivery and member acquisition and other costs. For the avoidance of doubt, and without limiting the generality of the foregoing, the parties acknowledge that the preceding sentence shall require (i) management of the Surviving Corporation to (A) use its best efforts to establish pricing and pay traffic acquisition costs that produce gross profit margins that in the aggregate during the Measurement Period are consistent with past practice and (B) make staffing and incentive compensation decisions in good faith based on the business needs of the Company from time to time consistent with past practice, (ii) that the Surviving Corporation’s target customers will be acceptable pursuant to Parent’s Advertising Policy attached hereto as Annex III, and (iii) that the Surviving Corporation may not utilize any trade names, trademarks or service marks of Parent or its Affiliates (other than the Surviving Corporation) without Parent’s consent or engage in activities or take any other action that could damage Parent’s or its Affiliates’ reputation or goodwill, including in any such trade names, trademarks or service marks, or fail to comply with Law.

               (ii) From and after the Effective Time until the end of the Measurement Period, Parent shall (I) cause the Surviving Corporation to maintain, in all material respects, its existence as a distinct operating entity apart from the other subsidiaries of Parent, including maintaining for the Surviving Corporation a separate income statement, (II) allow the Surviving Corporation to make all employment decisions with respect to the Business (other than

with respect to the hiring or termination of officers of the Surviving Corporation, which shall be subject to the approval of Parent’s designee (not to be unreasonably withheld) and the termination of officers of the Surviving Corporation for “cause” (which, to the extent such persons are party to an Employment Agreement, shall be as defined in such Employment Agreement), which may be effected by or at the direction of the Parent or the board of directors of the Surviving Corporation), provided that Y. Ramprasad Rao may spend a portion of his time working on projects of Parent that will not materially interfere with the performance of his duties to the Surviving Corporation, (III) allow capital investments that are expressly contemplated by the financial plan of the Company in the form previously delivered to Parent (the “ Financial Plan ”), provided that the Surviving Corporation’s financial results are materially consistent with the Financial Plan, and (IV) allow the Surviving Corporation to enter into customer agreements consistent with past practice (provided that the terms and conditions in such customer agreements shall (x) provide for limitations on liability and indemnification generally consistent with those entered into by Parent with its customers and (y) not contain any restrictive covenants, including non-solicitation covenants, or return on investment performance guarantees without the consent of Parent or its designee). For the avoidance of doubt, subject to Section 1.16(e)(vi) below, the following actions may not be taken by Parent from the Effective Time until the end of the Measurement Period without the express prior written consent of the Securityholder Representatives:

                    (A) cause the Surviving Corporation to acquire any capital stock or other equity interest in another Person;

                    (B) change the name of the Surviving Corporation;

                    (C) sell, lease or exchange all or any substantial part of the assets of the Surviving Corporation;

                    (D) require a change in the location of the principal offices of the Surviving Corporation;

                    (E) change the fundamental business strategy, fundamental areas of business or corporate objectives of the Surviving Corporation, other than changes consistent with the natural evolution of the business of the Surviving Corporation;

                    (F) reduce the base compensation paid, or sales commission structure applicable, to any existing employees of the Surviving Corporation from the base compensation and sales commission structure set forth in Sections 2.12(a) and 2.12(d) of the Company Disclosure Schedule;

                    (G) deprive the Surviving Corporation of its self-generated working capital or terminate or allow to lapse or reduce availability under the existing or replacement line of credit agreement of the Surviving Corporation used for working capital purposes (unless Parent makes available liquidity on terms and in amounts no less favorable to the Surviving Corporation than that available under the Company’s credit facility with Silicon Valley Bank as of the date of this Agreement);

                    (H) acquire by merger or consolidation, or by the purchase of all of the equity interests in or all or substantially all of the assets of, any corporation, partnership, association, or other business organization or division thereof, that is principally engaged in the business of providing lead generation services to the pharmaceutical industry in a manner competitive with the Surviving Corporation; or

                    (I) assign the Key Personnel of the Surviving Corporation (other than as with respect to Y. Ramprasad Rao as described in Section 1.16(e)(ii) above) duties for the benefit of the business of Parent or its Affiliates (other than the Company) if such additional duties materially interfere with the ability of the Key Personnel of the Surviving Corporation to perform their duties with respect to the business and affairs of the Company.

               (iii) Except as expressly set forth in Section 1.16(e)(ii)(G) , Parent shall not be obligated to contribute additional capital to the Surviving Corporation or to make loans to or investments in the Surviving Corporation and shall have the right to sweep and otherwise manage the Surviving Corporation’s cash consistent with Parent’s cash management policy for its subsidiaries.

               (iv) During the Measurement Period, Parent shall at the Securityholder Representatives’ reasonable request, but not more frequently than quarterly, meet (telephonically or in person) (the “ Quarterly Earn-Out Meetings ”) with members of senior management of Parent to discuss the operations of the Surviving Corporation, including, but not limited to, financial results or other issues relating to the Earn-Out Payment.

               (v) Each of the Company and the Securityholder Representatives acknowledges and agrees that (A) Parent makes no representations nor provides any assurances whatsoever as to the feasibility of achieving the Earn-Out Payment or any portion thereof and (B) neither the Parent nor the Surviving Corporation owes any fiduciary duty to the Company Securityholders or the Securityholder Representatives.

               (vi) In the event that Parent materially breaches any of the Specified Covenants set forth in this Section 1.16(e) prior to the end of the Measurement Period and such breach continues uncured for a period of thirty (30) days after the Securityholder Representatives have provided written notice to Parent and Surviving Corporation setting forth, in reasonable detail, the terms of such breach (a “ Material Breach ”), Parent shall be obligated to pay to the Securityholder Representatives for distribution to the Company Securityholders, in immediately available funds, the Maximum Earn-Out Payment. Any such payment under this Section 1.16(e)(vi) shall be the Company Securityholders’ and the Securityholder Representatives’ sole and exclusive remedy for a Material Breach. Any failure by the Securityholder Representative to assert in writing to Parent that a breach of this Section 1.16 has occurred (including specifying whether such breach is a Material Breach or an Other Breach) within 15 days of the date on which the Securityholder Representatives or management of the Surviving Corporation became aware of any fact, action or omission that they knew or reasonably should have known constituted or may constitute a breach shall constitute the Securityholder Representative’s and the Company Securityholders’ waiver of its right to assert any breach based on such fact, action or omission and all similar facts, actions and omissions. If, after receiving notice of an alleged breach, Parent disputes that such Material Breach or Other Breach has occurred, either party may

demand arbitration of the dispute (“ Operating Breach Dispute ”) by a tribunal of three arbitrators pursuant to the Comprehensive Arbitration Rules and Procedures of JAMS (the “ Tribunal ”), except as otherwise set forth herein. The Tribunal shall permit limited discovery, to the extent deemed necessary and relevant to the issue of whether a Material Breach or Other Breach has occurred, such discovery to be completed within sixty (60) days of the selection of the Tribunal. The Tribunal shall commence hearings within twenty (20) days after the completion of discovery and shall conclude the hearings within forty-five (45) days after the completion of discovery. Within thirty (30) days of the completion of the hearings, the Tribunal shall issue a reasoned, written award stating whether or not a Material Breach or Other Breach has occurred, and whether, accordingly (with respect to a dispute as to whether a Material Breach has occurred and remained uncured for thirty (30) days), the Company Securityholders are entitled or not to receive the Maximum Earn-Out Payment pursuant to this Section 1.16(e)(vi) . The Tribunal shall award the costs of the arbitration and attorneys’ fees to the prevailing party.

               (vii) The Tribunal’s award shall be subject to enforcement or challenge in the United States District Court for the Southern District of New York pursuant to the provisions of the Federal Arbitration Act.

               (viii) In the event of an Operating Breach Dispute, the computation of the Earn-Out Payment shall be determined by Section 1.16(c) , except as follows:

                    (A) If Parent’s computation determines that the Company Securityholders are entitled to the Maximum Earn-Out Payment, the dispute resolution process regarding the Operating Breach Dispute shall terminate, immediately, and the Company Securityholders shall receive the Maximum Earn-Out Payment, without costs or attorneys’ fees to either Party.

                    (B) If Parent’s computation determines that the Company Securityholders are entitled to less than the Maximum Earn-Out Payment and the Securityholder Representatives assert the existence of an Operating Breach Dispute, and the parties are unable to resolve the dispute amicably, the engagement of the Neutral Accountant shall be deferred until after the issuance of the Tribunal’s award as to the Operating Breach Dispute. Under such circumstances, if the Tribunal awards the Company Securityholders the Maximum Earn-Out Payment, or, in the case of an Other Breach, if the Tribunal awards actual damages in the absence of a disagreement between Parent and the Securityholder Representatives as to the computation of the Earn-Out Payment, there will be no need to engage the Neutral Accountant. On the other hand, if the Tribunal finds no Material Breach by the Parent and there is a dispute as to the computation of the Earn-Out Payment, the parties will proceed to engage the Neutral Accountant to compute the Earn-Out Payment in accordance with Section 1.16(c) .

               (ix) For purposes hereof, the “ Specified Covenants ” shall mean (X) clauses (I) and (II) (but only with respect to non-officers) of the lead-in paragraph of Section 1.16(e)(ii) , and (Y) Sections 1.16(e)(ii)(A) through 1.16(e)(ii)(I) (except, in the case of Section 1.16(e)(ii)(D) , if the Surviving Corporation’s existing premises become unavailable for reasons outside the reasonable control of Parent). Notwithstanding the foregoing, the Company Securityholders and the Securityholder Representatives hereby expressly agree that any breach of a covenant in this Section 1.16(e) shall not invalidate any transaction causing such breach, or

otherwise entitle the Company Securityholders or Securityholder Representatives to seek equitable relief with respect thereto. Should there be an actual breach of this Section 1.16 during the final thirty (30) days of the Measurement Period, with respect to which the Securityholder Representatives have provided written notice to Parent and Surviving Corporation setting forth, in reasonable detail, the terms of such breach and should such breach be cured within thirty (30) days of such notice (such that it did not become a Material Breach or Other Breach), the Measurement Period shall be extended such that the Measurement Period shall end such number of days following the date of such cure as equals the number of days that remained in the Measurement Period immediately prior to such notice (but shall not include the days within such cure period). For purposes of this Section 1.16 , (i) any dispute under this Section 1.16 other than as to whether a Material Breach has occurred or has remained uncured for thirty (30) days shall also be determined by the Tribunal pursuant to the provisions of paragraphs (vi), (vii) and (viii) above, including the calculation of damages resulting from a breach of this Section other than a Material Breach (an “ Other Breach ”) (and any such damages resulting from an Other Breach shall be limited to actual damages, up to the Maximum Earn-Out Payment, and shall not result in the payment of the Maximum Earn-Out Payment to the extent in excess of actual damages); (ii) no Other Breach by Parent shall be deemed to exist until and unless such breach shall continue uncured for a period of thirty (30) days after the Securityholder Representatives have provided written notice to Parent and Surviving Corporation setting forth, in reasonable detail, the terms of such breach; (iii) any dispute as to the calculation of actual Company EBITDA shall be resolved pursuant to Section 1.16(c) (and any calculation of damages, including a calculation of what Company EBITDA might have been had a breach not occurred, shall be determined by the Tribunal), and (iv) in no event will Parent or the Surviving Corporation be liable under this Section (including for the Maximum Earn-Out Payment or any other amounts or damages) for any breach (including a Material Breach or Other Breach) as to which the Securityholder Representatives have not provided written notice to Parent prior to the end of the Measurement Period, except in the event (i) of fraud by Parent or (ii) that the factual information that reasonably would be expected to have caused the Securityholder Representatives to discover such breach was not reasonably available to the Securityholder Representatives or management of the Surviving Corporation.

               (x) “ Company EBITDA ” shall mean, subject to 1.16(e)(x)(A) through 1.16(e)(x)(L) below, the Surviving Corporation’s net income, as calculated by the Parent in accordance with GAAP and in a manner consistent with the Company’s accounting policies and procedures, as in effect as of December 31, 2007, plus depreciation, amortization, interest and income taxes, if any, applicable to the Surviving Corporation. In calculating Company EBITDA (but without being required for any other purpose), the following principles shall be applicable:

                    (A) Company EBITDA shall include the revenues attributable to the Company’s products and/or services and the expenses incurred by the Surviving Corporation, to the extent generated or incurred through sales to customers that are acceptable pursuant to Parent’s Advertising Policy attached hereto as Annex IV and operation of the Surviving Corporation by its management in the manner provided in the second sentence of Section 1.16(e)(i) ;

                    (B) Revenue, for purposes of calculating Company EBITDA, (i) that requires deferral out of or acceleration into calendar year 2009 as a result of Company’s

products and/or services sold in a bundled arrangement with products and/or services of Parent and/or one or more of Parent’s Affiliates, other than the Company or the Surviving Corporation (collectively, “ WebMD ”), that otherwise would have been accounted for differently if the Company’s product and/or services were not sold on a combined basis with WebMD’s products and/or services, will be adjusted to reflect revenue recognition as per (C), (D) or (E) below, as though those products and/or services had not been bundled with WebMD’s products and/or services; or (ii) generated pursuant to the sale of the Company’s products and/or services sold pursuant to Contracts with guarantees will be reviewed on an individual basis. The portion of revenues associated with any contractual guarantees will be recorded when collectibility is probable in accordance with GAAP. That determination will be made based upon the specific contractual terms associated with those guarantees;

                    (C) Revenue will be accounted for in accordance with the Company’s GAAP as applied by the Company in the same manner as applied as of December 31, 2007, except that, notwithstanding the foregoing, (i) the timing of expensing any direct incremental sales commissions and external costs incurred in advance of revenue recognition will be deferred and expensed proportionately with the associated revenue when such revenue is recognized for those costs that are specifically identifiable to the individual programs (the timing of recognition of such revenue and the associated direct incremental sales commissions and external costs shall be in accordance with the revenue recognition policies set forth below) and (ii) revenue for each of the Company’s products when they are sold on an individual (non-bundled, non multiple element arrangement) basis will be accounted for in accordance with the policies set forth below:

                         (I)  Lead Generation/QH Connect — revenue recognized based on when the actual lead is delivered or made available to the customer for download multiplied by the unit price;

                         (II)  Ask your Doctor — revenue would be recognized on a pro rata basis, based on the number of e-mails to be sent per the Contract, when the email is sent by the Surviving Corporation to the consumer;

                         (III) Targeted Media//Banner impressions/QH Extend — revenue recognized on a pro rata basis based on actual impressions delivered; and

                         (IV)  Set Up Fees, Management Fees and Post Program Analysis Fees — Fees associated with setting up a campaign or advertising program, managing a campaign or advertising program, or measuring a campaign or advertising program will be recognized pro rata over the period that the services are delivered or once the campaign or advertising program is complete, whichever is earlier.

                    (D) With respect to each Contract that (i) relates to the sale of a product or products of the Company (or the Surviving Corporation, as the case may be) on a bundled or multiple element arrangement basis or (ii) has multiple elements within the same product (such as lead generation) (such Contracts being “ Bundled Arrangements ”), the revenue will be recognized ratably on a straight line basis at such time that the deliverable or deliverables pursuant to any Bundled Arrangement constituting at least 80% of the total dollar value of the

Bundled Arrangement have been launched. Revenue will be fully recognized at such time when the last deliverable pursuant to any such Bundled Arrangement has been fully delivered. The period for revenue recognition with respect to each Bundled Arrangement will be reviewed on a monthly basis and the straight line revenue estimate to complete the program will be revised accordingly. Contracts entered into with respect to one specific customer brand through the same customer or agency within thirty (30) days of the original Contract sign date with respect to such specific customer brand shall be considered a single Contract. For the avoidance of doubt, Contracts signed within thirty (30) days of each other for different customer specific brands with the same agency or customer will not be considered the same Contract for accounting purposes. Subject to section (E) below, any contractual arrangements that have any unpriced bonus items (such as free media impressions) in addition to priced products shall be considered a Bundled Arrangement. For purposes of calculating the 80% for commencement of revenue recognition in these arrangements, the Surviving Corporation will use pricing for the average of sales when the bonus items were sold separately in the trailing twelve months, or using whatever reasonable data is available, from the time the Contract is entered into. Each item will then be re-allocated proportionately based on the relative percentage of the stated pricing for the non bonus item(s) plus the value established for the non priced line item to the total value of the Contract. These re-allocated amounts will be used to determine if at least 80% of the total Contract value has been launched for revenue recognition.

                    (E) For the avoidance of doubt, with respect to both (C) and (E) above, (i) for the purpose of revenue recognition, set up fees, management fees and/or post program analysis will not be considered an element for determining Bundled Agreements and would not be considered a deliverable pursuant to any such Contract and would not cause the life of a Contract to be considered ongoing for revenue recognition purposes and will be included in the total revenue to be recognized over the period that the services are delivered (ii) any recontact email to invite consumers to participate in a post program analysis/survey to measure the effectiveness of a program shall not be deemed to be a deliverable pursuant to such Contract and (iii) if all or part of an agreement is cancelled such that no further delivery obligation exists, then all revenue earned but not recognized as of such date will be recognized as of the date of the cancellation.

                    (F) The Surviving Corporation shall not be charged with any allocation of WebMD’s general corporate overhead; provided, however, that the Surviving Corporation shall be allocated its reasonable portion of expenses incurred on the Surviving Corporation’s behalf by WebMD or for services provided to the Surviving Corporation by WebMD (provided that the Surviving Corporation has agreed with Parent to accept such expenses and/or services which acceptance shall not be unreasonably withheld). Examples of expenses incurred on the Surviving Corporation’s behalf by WebMD or for services provided to the Surviving Corporation by WebMD include (I) sales commissions for sales of the Surviving Corporation’s products or programs completed by WebMD’s sales force and (II) expenses relating to personnel in WebMD’s tax, finance, legal and other departments to the extent related to the Surviving Corporation. The Surviving Corporation agrees to accept payroll, insurance and health, welfare and retirement benefits made available by WebMD; provided that (i) the costs allocated to the Surviving Corporation for payroll, insurance, welfare and retirement benefits shall not be greater than the costs for such coverage that the Surviving Corporation is paying as of the date hereof and (ii) the costs allocated to the Surviving Corporation for health benefits

shall (A) from the Effective Date until May 31, 2009, not be greater than the monthly cost for health benefits that the Surviving Corporation is paying as of the date hereof and (B) from June 1, 2009 until the end of the Measurement Period, not be greater than 110% of the monthly cost for health benefits that the Surviving Corporation is paying as of the date hereof.

                    (G) The calculation of Company EBITDA shall not include any expense associated with the issuance of WebMD equity incentives or restricted stock.

                    (H) The Surviving Corporation shall not be charged for any original WebMD content that WebMD supplies to the Surviving Corporation for placement on the Surviving Corporation websites (the “ QH Websites ”) except to the extent of any incremental cost to WebMD to supply such content. Notwithstanding the foregoing, the placement of original WebMD content on the QH Websites shall be in Parent’s sole discretion.

                    (I) Parent shall explore with the Surviving Corporation a strategy to enhance the search engine optimization of the QH Websites through an interlinking strategy with WebMD’s websites; provided, however, that the placement of any specific links on WebMD websites shall be in Parent’s sole discretion. The Surviving Corporation shall not be charged for any such links except to the extent of any incremental cost to WebMD in connection therewith.

                    (J) Any registrants on QH Websites generated as a result of placement of Surviving Corporation offers or advertisements on WebMD websites will be charged to the Surviving Corporation (“ recruitment expense ”) at 90% of the Surviving Corporation’s then current applicable monthly average registrant acquisition cost from third-party sources. Notwithstanding the foregoing, the placement of Surviving Corporation offers and advertisements on WebMD websites and the use of WebMD websites to recruit participants for Surviving Corporation programs shall be in Parent’s sole discretion.

                    (K) For the avoidance of doubt, EBITDA shall not include: bank charges that are in lieu of interest expense, gains or losses on the sale or disposal of fixed assets or other related capital items, or on the winding down or termination of a retirement plan, gains or losses on the discontinuance of an operation, the cost of EBITDA audits and key man insurance and up to $400,000 of software development costs expensed by WebMD that the Company would have capitalized consistent with past practice had such costs been incurred prior to the Merger or direct incremental sales commissions and external costs associated with deferred revenue until such time as recognized pursuant to Section 1.16(e)(x)(C)(i) above.

                    (L) The parties acknowledge that WebMD has a product named “Ask Your Doctor” and that WebMD will continue to offer such product (as such product is currently in effect with any enhancements that are planned as of the date hereof), that the provision thereof will not be a violation of this Section 1.16 and that revenues associated with such product will not be included in Company EBITDA.

               (f) For the avoidance of doubt, no Person shall have any right under any other agreement, including any employment agreement or otherwise, to claim any portion of the Earn-Out Payment, or damages based thereon, or otherwise to contest any matter regarding the Earn-

Out Payment, other than the Securityholder Representatives (solely in their capacity as such) pursuant to this Section 1.16 .

      1.17 Executive Bonuses . Upon the Closing, the Company shall pay an aggregate amount equal to $1,837,500 (less applicable withholding taxes) to certain officers of the Company designated by the Securityholder Representatives pursuant to written instructions delivered to Parent and the Payment Agent prior to the Effective Time (such payments, the “ Closing Payments ”). In the event that any amount of the Earn-Out Payment is required to be transferred to the Payment Agent for distribution to Company Securityholders pursuant to Section 1.16 hereof, then the Company shall pay to the persons designated by the Securityholder Representatives pursuant to instructions delivered to Parent and the Payment Agent within 5 days after the final determination of the Earn-Out Payment (the “ Post-Closing Payment Instructions ”), an amount equal to ten percent (10%) of the amount that otherwise would have been payable to the Company Securityholders pursuant to Section 1.16 (such amount to be calculated without regard to the deduction from such Earn-Out Payment described in this sentence, and referred to herein as the “ KERP Earn-Out Payment ”). In addition, Parent shall pay up to $3,500,000 (the “ Specified Holder Payment ”) to the persons designated by the Securityholder Representatives pursuant to the Post-Closing Payment Instructions; provided that the amount of the Specified Holder Payment shall be deducted from amounts that are payable to the Specified Holders and shall not be greater than the amounts that are payable to such Specified Holders. The allocation of the KERP Earn-Out Payment and the Specified Holder Payment among the persons listed in the Post-Closing Payment Instructions shall be as set forth in the Post-Closing Payment Instructions.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF COMPANY

     Except as disclosed in the disclosure schedule of even date herewith delivered by the Company to Parent and Merger Sub contemporaneously with the execution and delivery of this Agreement (the “ Company Disclosure Schedule ”), the Company represents and warrants to Parent and Merger Sub as follows:

      2.1 Organization, Standing and Power; Subsidiaries .

          (a) The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, to enter into this Agreement and any other agreement, certificate or instrument to be executed and delivered pursuant to the terms of this Agreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, and (iii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 2.1(a) of the Company Disclosure Schedule and in all other jurisdictions where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Company Material Adverse Effect.

          (b) The Company does not have, and never has had, directly or indirectly, any joint venture, partnership or similar relationship with, or any ownership or voting interest of any kind in, any Person.

      2.2 Capital Structure .

          (a) The total number of shares of capital stock that the Company has authority to issue is one hundred forty-two million two hundred ninety-four thousand nine hundred seventy-six (142,294,976), one hundred million (100,000,000) shares of which are common stock, par value $0.00001 per share (the “ Common Stock ”), and forty-two million two hundred ninety-four thousand nine hundred seventy-six (42,294,976) shares of which are preferred stock, par value $0.00001 per share (the “ Preferred Stock ”), of which two million one hundred eleven thousand eight hundred twelve (2,111,812) are designated as Series A Convertible Preferred Stock (“ Series A Stock ”), fourteen million seven hundred seventy thousand six hundred sixty-three (14,770,663) shares of which are designated as Series B Convertible Preferred Stock (“ Series B Stock ”) and twenty-five million four hundred twelve thousand five hundred one (25,412,501) shares of which are designated as Series C Convertible Preferred Stock (“ Series C Stock ”). At the close of business on the date of this Agreement, twelve million forty four thousand eight hundred and one and seventy-eight one hundredths (12,044,801.78) shares of Common Stock are issued and outstanding, two million one hundred eleven thousand eight hundred eleven and two tenths (2,111,811.2) shares of Series A Stock are issued and outstanding, fourteen million seven hundred seventy thousand six hundred sixty-two (14,770,662) shares of Series B Stock are issued and outstanding, and twenty million six hundred fifty thousand nine hundred eighty-one (20,650,981) shares of Series C Stock are issued and outstanding. All of the issued and outstanding shares of capital stock were duly authorized for issuance and are validly issued, fully paid and non-assessable.

          (b) Section 2.2 of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of the Agreement, of the holders of capital stock of the Company, showing the number of shares of capital stock, and the class or series of such shares, held by each stockholder and (for shares other than Common Stock) the number of shares of Common Stock (if any) into which such shares are convertible. Section 2.2 of the Company Disclosure Schedule also indicates all outstanding shares of Common Stock that constitute restricted stock or that are otherwise subject to a repurchase or redemption right, indicating the name of the applicable stockholder, the vesting schedule (including any acceleration provisions with respect thereto), and the repurchase price payable by the Company. All of the issued and outstanding shares of capital stock of the Company have been offered, issued and sold by the Company in compliance with all applicable federal and state securities laws.

          (c) Other than those items described in Section 2.2(c) of the Company Disclosure Schedule, there are no outstanding options, warrants, calls, rights or other contracts or instruments of any character requiring, and there are no securities of the Company outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities of the Company.

      2.3 Authority; No Conflicts; Governmental Approval .

          (a)  Authorization; Binding Obligation . The execution and delivery by the Company of this Agreement and the Escrow Agreement, and, subject to obtaining the Requisite Stockholder Approval, which is the only approval required from the Company Stockholders, the performance of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of the Company and its board of directors, and no other corporate proceedings on the part of the Company is necessary to authorize this Agreement or the Escrow Agreement, to consummate the transactions contemplated hereby and thereby or to otherwise fulfill their obligations hereunder and thereunder. This Agreement has been, and the Escrow Agreement, when executed and delivered by the Company (and assuming the due authorization, execution and delivery by the other parties thereto) will be, duly and validly executed and delivered by the Company, and this Agreement constitutes, and the Escrow Agreement, when executed and delivered, will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

          (b) The execution and delivery by the Company of this Agreement does not, and the performance of this Agreement shall not, require the Company to obtain any Approval of any Person other than as set forth in Section 2.3(b) of the Company Disclosure Schedule, or Approval of, observe any waiting period imposed by, or make any filing with or notification to, any Governmental Entity.

          (c) The execution and delivery by the Company of this Agreement does not, and the performance of this Agreement will not, (i) conflict with or violate the Certificate of Incorporation or by-laws of the Company, (ii) materially conflict with or violate any Law or Order, in each case, applicable to the Company, or by which any of the properties of the Company is bound or affected, or (iii) subject to Section 2.3(b) of the Company Disclosure Schedule, result in a material breach or violation of, or constitute a material default (or an event that with notice or lapse of time or both would become such a default) under, or materially impair the Company’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company pursuant to, any material note, bond, mortgage, indenture, Contract, Approval or other instrument or obligation to which the Company is a party or by which the Company or its properties or assets are bound or affected.

      2.4 Financial Statements . Prior to the execution and delivery of this Agreement, the Company has delivered to Parent (i) the audited balance sheet of the Company as of December 31, 2006 and the related audited statements of operations, cash flows and stockholders’ equity for the twelve month period then ended, and the unaudited balance sheet of the Company as of December 31, 2007 and the related unaudited statements of operations, cash flows and stockholders’ equity for the twelve month period then ended (the “ Historical Financial

Statements ”), and (ii) an unaudited balance sheet of the Company as of July 31 2008 (the “ Company Balance Sheet ”), and the related unaudited statements of income for the 7 month period then ended (the “ Interim Financial Statements ” and, together with the Historical Financial Statements, the “ Financial Statements ”). The Financial Statements were prepared in accordance with the books and records of the Company, and the Financial Statements fairly present in all material respects the financial condition of the Company as of the dates indicated and the results of operations of the Company for the respective periods indicated, and have been prepared in accordance with GAAP on a consistent basis throughout the periods covered thereby (subject, in the case of the Interim Financial Statements, to normal year-end adjustments that are not material in amount or nature). Except for (i) those liabilities that are fully reflected or reserved against on the Company Balance Sheet or disclosed in the related notes thereto, (ii) liabilities incurred in the ordinary course of business consistent with past practice since the date of such balance sheet and which are not material to the Company, individually or in the aggregate, or (iii) contractual and other liabilities incurred in the ordinary course of business which are not required by GAAP to be reflected on a balance sheet, the Company does not have any material liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due. The books and records of the Company, true and complete copies of which have been previously made available to Parent, have in all material respects been maintained in accordance with good business practices.

      2.5 Absence of Certain Changes . Since December 31, 2007 (a) there has been no Company Material Adverse Effect and (b) except for the negotiation, execution and delivery of this Agreement, the Escrow Agreement and the Employment Agreements, (i) the Company has been operated in the ordinary course of business consistent with past practice and (ii) the Company has not sold, transferred or otherwise disposed of, or agreed or committed to sell, transfer or otherwise dispose of, any of its material properties or assets.

      2.6 Litigation . Other than as set forth in Section 2.6 of the Company Disclosure Schedule, there is no Action pending or, to the Company’s Knowledge, threatened by or against the Company, and the Company has not received any written claim, complaint, report, threat or notice of any such Action. No Governmental Entity has, prior to the execution hereof, notified the Company that it would oppose or not approve or consent to the transactions contemplated by this Agreement. There are no judgments, orders or decrees outstanding against the Company.

      2.7 Compliance with Laws .

          (a) The Company is and has been at all times since January 1, 2007 in compliance in all material respects with all Laws applicable to the Company and its business, including without limitation the Telephone Consumer Protection Act of 1991, as amended, and the CAN-SPAM Act of 2005, as amended, and to the Company’s Knowledge there exist no material violations of Law. All necessary Permits for the conduct of the Company’s business are set forth in Section 2.7(a) of the Company Disclosure Schedule. To the Company’s Knowledge, there are no pending investigations or disciplinary proceedings initiated by a Governmental Entity against the Company, and no reasonable basis or bases exist for any threatened investigation or disciplinary proceeding against the Company that could lead to an order or action (i) revoking or suspending any necessary Permits to conduct business or (ii) suspending,

restricting, or disqualifying the continued performance by the Company of its business in any material respect.

          (b) The Company possesses or will, prior to Closing possess, all necessary Permits to conduct business consistent with current practice in all material respects and to own, operate and maintain all of its assets and property. Each of the Company’s Permits is listed in Section 2.7(b) of the Company Disclosure Schedule. Each such Permit is in full force and effect; the Company is in compliance with the terms of each such Permit; and, to the Knowledge of the Company, no suspension or cancellation of such Permit is threatened and there is no basis for believing that such Permit will not be renewable upon expiration. Each such Permit will continue in full force and effect immediately following the Closing.

      2.8 Title to Property .

          (a) Section 2.8(a) of the Company Disclosure Schedule sets forth all of the material rights and interests in real property and leasehold estates used by the Company and the nature of its interest therein (each, a “ Lease ”). The Company has good title to, or valid leasehold interests in, all such real properties leased by the Company identified and reflected on Section 2.8(a) of the Company Disclosure Schedule, in each case free of all Liens other than Permitted Liens. The Company does not own any real property.

          (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each lease or agreement under which the Company is a lessee or lessor of any property, real or personal, is a valid and binding agreement of the Company, and no event has occurred and is continuing which, with or without notice or lapse of time, would constitute a default or event of default by the Company under any such lease or agreement or, to the Company’s Knowledge, by any other party thereto.

          (c) Except as set forth in Section 2.8(c) of the Company Disclosure Schedule, the tangible assets of the Company, taken as a whole, (i) are in good operating condition and repair, normal wear and tear excepted, (ii) are usable in the ordinary course of business and (iii) are free and clear of all Liens.

      2.9 Intellectual Property .

          (a) Section 2.9(a) of the Company Disclosure Schedule sets forth an accurate and complete list of all Patent Rights, Trademark Registrations, Trademark Applications, Copyright Registrations, Copyright Applications and Domain Names that are owned by the Company. Other than as set forth in Section 2.9(a) of the Company Disclosure Schedule:

               (i) the Company is the sole and exclusive owner of all right, title and interest in and to all of the Intellectual Property that it purports to own, in each case free and clear of all Liens other than Permitted Liens;

               (ii) the conduct of the Company’s business as currently conducted does not infringe, violate or constitute an unauthorized use or misappropriation of any Intellectual Property of any Person not a party hereto;

               (iii) the Company is not party to any pending, and the Company has not received written notice of any threatened, Action that asserts a claim of infringement or misappropriation, violation or unauthorized use of any Intellectual Property against the Company;

               (iv) except with respect to licenses of commercially available, mass marketed shrink-wrap Software, and except pursuant to the Intellectual Property Licenses listed in Section 2.9(a) of the Company Disclosure Schedule, the Company has not entered into any Contract with third parties which after the date hereof require the Company to make any payments in excess of $50,000 per annum by way of royalties, fees or otherwise to any third party owner, licensor of, or other claimant to any Intellectual Property, with respect to the Company’s use of such Intellectual Property;

               (v) the Company has taken commercially reasonable measures to protect the proprietary nature of each item of owned Intellectual Property and the secrecy and confidentiality of the material Trade Secrets owned by the Company or that are used by the Company. The Company has complied in all material respects with all applicable contractual and legal requirements pertaining to information privacy and security. No complaint relating to an improper use or disclosure of, or a breach in the security of, any such information has been made or, to the Knowledge of the Company, threatened against the Company. To the Knowledge of the Company, there has been no: (i) unauthorized disclosure of any of its own Intellectual Property that it maintains as a trade secret, including without limitation no disclosure of any source code materials that it maintains as a trade secret; (ii) unauthorized disclosure of any material third party proprietary or confidential information in the possession, custody or control of the Company, or (iii) material breach of the Company’s security procedures wherein confidential information has been disclosed to a third person. The Company has used commercially reasonable efforts to police the quality of all goods and services sold, distributed or marketed under each of its Trademarks and to enforce adequate quality control measures to reasonably ensure that no Trademarks that it has licensed to others shall be deemed to be abandoned;

               (vi) to the Company’s Knowledge, no third party is infringing, violating, misusing or misappropriating any material Intellectual Property that is owned by the Company, and there are no such claims that have been made against any Person by the Company. There are no Orders to which the Company is a party or by which it is bound that restrict, in any material respect, the right to use any of the Intellectual Property owned by the Company. The consummation of the transactions contemplated hereby will not result in the loss or impairment of the Company’s right to own or use any material Intellectual Property;

               (vii) except as set forth on Section 2.9(a)(vii) of the Company Disclosure Schedule, all of the software and documentation comprising, incorporated in or bundled with the Company’s products, services or systems that the Company purports to own have been designed, authored, tested and debugged by regular employees of the Company within the scope of their employment or by independent contractors of the Company who have executed valid and binding agreements expressly assigning all right, title and interest in such copyrightable materials to the Company; and

               (viii) each item of Intellectual Property used by the Company in its business prior to the Closing will be owned or available for use by the Parent or its relevant subsidiary immediately following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing.

          (b) Except with respect to licenses to the Company of commercially available, mass marketed shrink-wrap Software, and except for nonexclusive licenses granted by the Company to end users, distributors and other third parties in the ordinary course of business in connection with the sale and distribution of the Company’s products, Section 2.9(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all Contracts with third parties to which the Company is a party licensing to or from any such third parties any material Intellectual Property (“ Intellectual Property Licenses ”). The Company has delivered or made available to Parent true, correct and complete copies of each such Intellectual Property Licenses, together with all amendments, modifications or supplements thereto.

          (c) Section 2.9(b) of the Disclosure Schedule lists all Open Source Materials that the Company has utilized in any way in its business and describes the manner in which such Open Source Materials have been utilized, including, without limitation, whether and how the Open Source Materials have been modified and/or distributed by the Company. The Company has not (i) incorporated Open Source Materials into, or combined Open Source Materials with, its products or systems; (ii) distributed Open Source Materials in conjunction with any other software developed or distributed by the Company; or (iii) used Open Source Materials that create, or purport to create, obligations for the Company to grant to any third party, any rights or immunities under Intellectual Property rights (including, but not limited to, using any Open Source Materials that require, as a condition of certain uses, that other software incorporated into, derived from or distributed with such Open Source Materials be (x) disclosed or distributed in source code form, (y) licensed for the purpose of making derivative works, or (z) redistributable at no charge or minimal charge). As used herein, “ Open Source Materials ” means all software, documentation or other material that is distributed as “free software”, “open source software” or under a similar licensing or distribution model, including, but not limited to, the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), or any other license described by the Open Source Initiative as set forth on www.opensource.org .

          (d) Section 2.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list of (i) all material Software that is owned exclusively by the Company, and (ii) all material Software that is used by the Company that is not exclusively owned by the Company, excluding commercially available, mass marketed shrink-wrap software and the Open Source Materials set forth in Section 2.9(b) of the Disclosure Schedule.

          (e) Except as set forth on Section 2.9(e) of the Company Disclosure Schedule, the Company is the owner of the Database and holds all applicable copyrights and other Intellectual Property rights covering such Database. The Company has not received any written (including electronic mail) complaints from or on behalf of any person listed in such Database to the effect that the Company is not authorized to include such person in the Database, or to send emails to such person. For purposes of this Agreement, “ Database ” shall mean the database consisting of data pertaining to the registered users of the Company’s products and

services (including, without limitation, its websites) gathered by or for Company from such registered users. Registered users of the Company’s products and services have provided consent to the Company to receive electronic communications sent to them by the Company.

          (f) To the Company’s Knowledge, the Company’s products and systems do not contain any disabling device, virus, worm, back door, Trojan horse or other disruptive or malicious code that may or are intended to impair their intended performance or otherwise permit unauthorized access to, hamper, delete or damage any computer system, software, network or data.

          (g) With respect to privacy and security commitments for personally identifiable information (including, but not limited to, terms and conditions and privacy policies applicable to such personally identifiable information) (the “ Commitments ”):

               (i) the Company is in material compliance with its Commitments;

               (ii) the Company never has received any inquiry from the Federal Trade Commission or any other Governmental Entity regarding the Commitments;

               (iii) the Company has not received any written (including electronic mail) complaints from any user regarding Commitments, or compliance with the Commitments; and

               (iv) the Commitments have not been rejected by any applicable certification organization which has reviewed such Commitment or to which any such Commitment has been submitted.

      2.10 Taxes .

          (a) All material Tax Returns with respect to the Company or any Affiliated Group of which the Company is or has been a member required to be filed (taking into account any valid extensions of time to file) have been duly and timely filed with the appropriate Tax Authority and all such Tax Returns are true, correct and complete in all material respects and (ii) all Taxes due and payable by the Company have been timely paid. The unpaid Taxes of the Company for Tax periods through the date of the Historical Financial Statements do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the balance sheet included with the Historical Financial Statements and all unpaid Taxes of the Company for all Tax periods commencing after the date of the Historical Financial Statements arose in the ordinary course of business and are of a type and amount commensurate with Taxes attributable to prior similar periods.

          (b) All Taxes that the Company or a PEO was required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been properly paid to the appropriate Tax Authority.

          (c) No agreement or other document waiving or extending the statute of limitations or the period of assessment or collection of any Taxes payable by the Company has been filed or entered into with any Tax Authority.

          (d) The Company has not received any written notice of any Tax Proceeding against or with respect to the Company relating to any Taxes or Tax Returns and, to the Knowledge of the Company, no such Tax Proceeding is pending or threatened.

          (e) The Company (i) does not have any liability under Treasury Regulations Section 1.1502-6 (or any comparable or similar provision of federal, state, local or foreign law), as a transferee or successor, pursuant to any contractual obligation, or otherwise for any Taxes of any person other than the Company, and (ii) is not a party to or bound by or has any obligation under any Tax Sharing Agreement or Tax allocation, indemnity or similar agreement or arrangement (including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any Tax Authority).

          (f) No power of attorney that will be binding on the Company after the Closing has been granted or entered into by the Company with respect to any Taxes of the Company.

          (g) Parent has received accurate and complete copies of (i) all federal income Tax Returns of or including the Company relating to the taxable periods ended since December 31, 2004 and (ii) any audit report issued by a Tax Authority within the last three years relating to any Taxes due from or with respect to the Company.

          (h) The Company has not received any notice of any claim by a Tax Authority in a jurisdiction where the Company does not file Tax Returns to the effect that the Company is, or may be, subject to taxation by that jurisdiction.

          (i) The Company is not a party to any tax ruling or closing agreement with any Governmental Entity.

          (j) The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Tax law).

          (k) The Company has not agreed to, and is not required to, make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign Law by reason of a change in accounting method initiated by the Company (nor, to the Knowledge of the Company, has the Internal Revenue Service proposed any such adjustment), or change in accounting method in any taxable period ending on or before the Closing Date or as a result of the transactions contemplated by this Agreement, and the Company does not have any application pending with any Tax Authority requesting permission for any changes in accounting methods that relate to the Business or operations of the Company.

          (l) The Company has never been a member of an Affiliated Group other than a group of which the Company is the common parent.

          (m) The Company has not made any payments, and is not obligated to make any payments, and is not a party to any agreement that could obligate it to make any payments that may be treated as an “excess parachute payment” under Section 280G of the Code (determined without regard to Section 280G(b)(4)).

          (n) The Company does not have and has not ever had operations or activities outside the United States or an interest in any entity that has or had operations or activities outside the United States, and the Company has not transferred property to a foreign corporation.

          (o) The Company has not distributed to its shareholders or security holders stock or securities of a controlled corporation, nor have stock or securities of the Company been distributed, in a transaction to which Section 355 of the Code applies (i) in the two (2) years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) that includes the transactions contemplated by this Agreement.

          (p) There are no liens or other encumbrances with respect to Taxes upon any of the assets or properties of the Company, other than Permitted Liens.

          (q) The Company has not engaged in any “listed transaction” for purposes of Treasury Regulation sections 1.6011-4(b)(2) or 301.6111-2(b)(2) or any analogous provision of state or local law.