13D Filing: Blue Harbour Group and WebMD Health Corp. (WBMD)

The Reporting Persons used $138,661,530
(excluding brokerage commissions) in the aggregate to purchase the shares of Common Stock reported in this
Schedule 13D.

The source of the funds used to acquire the Common Stock reported
herein is the working capital of the Manager, which at any given time may include funds borrowed on margin in the ordinary course
and on customary terms.

(a) – (b)

The responses of the Reporting Persons to Rows (7) through (13)
of the cover pages of this Schedule 13D are incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially
own an aggregate of 2,658,166 shares of Common Stock, which shares of Common Stock may be deemed to be beneficially owned by each
of the Manager, Manager GP and Mr. Robbins, and which represent approximately 7.13% of the outstanding Common Stock. All percentages
set forth herein are based upon a total of 37,303,875 shares of Common Stock issued and outstanding as of August 4, 2017, as reported
in the Issuer’s Schedule 14D-9, filed with the SEC on August 7, 2017.

For purposes of disclosing the number of shares of Common Stock
beneficially owned by each of the Reporting Persons, Manager, Manager GP and Mr. Robbins may be deemed to own beneficially (as
that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all shares of Common Stock that are owned beneficially
and directly by the Reporting Persons. Each of Manager, Manager GP and Mr. Robbins disclaims beneficial ownership of such shares
of Common Stock for all other purposes.

(c) Information concerning transactions in the Common Stock effected
by the Reporting Persons during the past sixty days is set forth in Schedule I hereto and is incorporated herein by reference.