EXHIBIT 10.7 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT ("Agreement") is made on _________ ___, 199__, between ______________________, a Delaware corporation (the "Company"), and ___________________________ ("Indemnitee"), an officer...Indemnification Agreement • August 5th, 1999 • Trizetto Group Inc • Delaware
RECITALSAsset Purchase Agreement • August 5th, 1999 • Trizetto Group Inc • California
AMENDMENT NO. 3 TOLoan and Security Agreement • November 14th, 2001 • Trizetto Group Inc • Services-computer processing & data preparation • Maryland
R E C I T A LEmployment Agreement • August 5th, 1999 • Trizetto Group Inc • California
R E C I T A L SNonqualified Stock Option Agreement • August 5th, 1999 • Trizetto Group Inc • Delaware
3- 4 4. REPRESENTATIONS AND WARRANTIES OF THE SECURITY HOLDERSExchange Agreement • August 5th, 1999 • Trizetto Group Inc • Delaware
RECITALSRestricted Stock Agreement • August 14th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
1 Exhibit 10.2 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Maryland
AMENDMENT NO. 1 TOLoan and Security Agreement • November 14th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Maryland
ANDOffice Lease • August 5th, 1999 • Trizetto Group Inc
EXHIBIT 1.1 5,000,000 Shares of Common Stock THE TRIZETTO GROUP, INC. UNDERWRITING AGREEMENTTrizetto Group Inc • June 11th, 2001 • Services-computer processing & data preparation • New York
RECITALSChange of Control Agreement • May 15th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
1 2 Lease and for no other purpose.Sublease Agreement • August 5th, 1999 • Trizetto Group Inc • Alabama
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 18th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • California
andRights Agreement • October 19th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 18th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation
1 EXHIBIT 10.8 FIRST AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS FIRST AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT is entered into as of April 9, 1999, by and among The TriZetto Group, Inc., a Delaware corporation (the "Company"), the...Investor Rights Agreement • August 18th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • California
EXHIBIT 2.2 STOCK PURCHASE AGREEMENT DATED AS OF FEBRUARY 5, 1999Stock Purchase Agreement • October 4th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • California
1 EXHIBIT 10.9 ENGAGEMENT LETTERS AND PROJECT AGREEMENTSProfessional Services Agreement • August 18th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • California
1 Exhibit 10.1 SECURED TERM NOTETrizetto Group Inc • November 14th, 2000 • Services-computer processing & data preparation • Maryland
RECITALSRegistration Rights Agreement • January 6th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
RECITALSEscrow Agreement • October 6th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • California
R E C I T A L SExercise Agreement • August 5th, 1999 • Trizetto Group Inc • Delaware
WITNESSETH:Trizetto Group Inc • March 30th, 2000 • Services-computer processing & data preparation
RECITALSRegistration Rights Agreement • December 14th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
EXHIBIT 2.3 PARTNERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF FEBRUARY 5, 1999Partnership Interest Purchase Agreement • October 4th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • California
EXHIBIT 2.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED,...Trizetto Group Inc • December 14th, 1999 • Services-computer processing & data preparation • Arkansas
2 3 8. This Agreement shall be covered by and construed in accordance with the laws of the State of California, without regard to its conflicts of law rules. This Agreement may be executed by facsimile and in counterparts, each of which shall be...Non-Competition Agreement • December 14th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation
BY AND AMONGAgreement and Plan of Merger • January 6th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
1 EXHIBIT 10.17 [MEDICAL MANAGER LETTERHEAD] TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT Date: March 1, 1998 Contract No.: pr-4544Maintenance Agreement • August 18th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • Indiana
1 EXHIBIT 2.5 INFORMATION TECHNOLOGY SERVICES AGREEMENTTechnology Services Agreement • October 4th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • Alabama
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2007 • Trizetto Group Inc • Services-computer processing & data preparation • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of April 17, 2007, by and among The TriZetto Group, Inc., a Delaware corporation (the “Company”), Deutsche Bank Securities Inc., Goldman, Sachs & Co. and UBS Securities LLC, (collectively, the “Initial Purchasers”) pursuant to that certain Purchase Agreement, dated April 11, 2007 (the “Purchase Agreement”), among the Company and the Initial Purchasers.
1 Exhibit 10.3 REVOLVING CREDIT NOTETrizetto Group Inc • November 14th, 2000 • Services-computer processing & data preparation
SECURED TERM NOTESecured Term Note • November 14th, 2001 • Trizetto Group Inc • Services-computer processing & data preparation • Maryland
RECITALSMerger Agreement • May 19th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
