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Exhibit (d)(5)
May 16, 2017
 

WebMD Health Corp.
395 Hudson Street
3rd Floor
New York, NY 10014
 
Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, 42nd Floor
New York, NY 10019
 
Ladies and Gentlemen:
 
Reference is made to the letter agreement, dated as of April 6, 2017 (the “Agreement”), by and between WebMD Health Corp. and Kohlberg Kravis Roberts & Co. L.P. (“KKR”), a copy of which is attached hereto. Capitalized terms that are used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.

The undersigned acknowledges that it has received Evaluation Material or Transaction Information and, in consideration therefor, agrees to be bound by the provisions of the Agreement applicable to KKR’s “Representatives” as though the undersigned were a party thereto.
 
 

Very truly yours,
 
 
 

Internet Brands, Inc.
 
By:
/s/ B. Lynn Walsh
 
Name:
B. Lynn Walsh
 
Title:
Exec. VP Corporate Development
 
 
 
Acknowledged
 
WebMD Health Corp.
 
By:
/s/ Douglas W. Wamsley
 
Name:
Douglas W. Wamsley
 
Title:
Executive Vice President