1 Exhibit 10.3 REVOLVING CREDIT NOTETrizetto Group Inc • November 14th, 2000 • Services-computer processing & data preparation
Company FiledNovember 14th, 2000 Industry
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
Company FiledDecember 14th, 1999 Industry Jurisdiction
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
Contract Type FiledAugust 5th, 1999 Company Jurisdiction
RECITALSAsset Purchase Agreement • August 5th, 1999 • Trizetto Group Inc • California
Contract Type FiledAugust 5th, 1999 Company Jurisdiction
AMENDMENT NO. 3 TOLoan and Security Agreement • November 14th, 2001 • Trizetto Group Inc • Services-computer processing & data preparation • Maryland
Contract Type FiledNovember 14th, 2001 Company Industry Jurisdiction
R E C I T A LEmployment Agreement • August 5th, 1999 • Trizetto Group Inc • California
Contract Type FiledAugust 5th, 1999 Company Jurisdiction
R E C I T A L SNonqualified Stock Option Agreement • August 5th, 1999 • Trizetto Group Inc • Delaware
Contract Type FiledAugust 5th, 1999 Company Jurisdiction
3- 4 4. REPRESENTATIONS AND WARRANTIES OF THE SECURITY HOLDERSExchange Agreement • August 5th, 1999 • Trizetto Group Inc • Delaware
Contract Type FiledAugust 5th, 1999 Company Jurisdiction
RECITALSRestricted Stock Agreement • August 14th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledAugust 14th, 2000 Company Industry Jurisdiction
1 Exhibit 10.2 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Maryland
Contract Type FiledNovember 14th, 2000 Company Industry Jurisdiction
AMENDMENT NO. 1 TOLoan and Security Agreement • November 14th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Maryland
Contract Type FiledNovember 14th, 2000 Company Industry Jurisdiction
ANDOffice Lease • August 5th, 1999 • Trizetto Group Inc
Contract Type FiledAugust 5th, 1999 Company
RECITALSChange of Control Agreement • May 15th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledMay 15th, 2000 Company Industry Jurisdiction
1 2 Lease and for no other purpose.Sublease Agreement • August 5th, 1999 • Trizetto Group Inc • Alabama
Contract Type FiledAugust 5th, 1999 Company Jurisdiction
1 EXHIBIT 1.1 4,830,000 SHARES OF COMMON STOCK THE TRIZETTO GROUP, INC. UNDERWRITING AGREEMENTTrizetto Group Inc • September 14th, 1999 • Services-computer processing & data preparation • New York
Company FiledSeptember 14th, 1999 Industry Jurisdiction
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 18th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • California
Contract Type FiledDecember 18th, 2000 Company Industry Jurisdiction
andRights Agreement • October 19th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledOctober 19th, 2000 Company Industry Jurisdiction
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 18th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation
Contract Type FiledDecember 18th, 2000 Company Industry
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
Contract Type FiledAugust 18th, 1999 Company Industry Jurisdiction
1 Exhibit 10.1 SECURED TERM NOTETrizetto Group Inc • November 14th, 2000 • Services-computer processing & data preparation • Maryland
Company FiledNovember 14th, 2000 Industry Jurisdiction
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
Contract Type FiledOctober 4th, 1999 Company Industry Jurisdiction
1 EXHIBIT 10.9 ENGAGEMENT LETTERS AND PROJECT AGREEMENTSProfessional Services Agreement • August 18th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • California
Contract Type FiledAugust 18th, 1999 Company Industry Jurisdiction
RECITALSRegistration Rights Agreement • January 6th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledJanuary 6th, 2000 Company Industry Jurisdiction
WITNESSETH:Trizetto Group Inc • March 30th, 2000 • Services-computer processing & data preparation
Company FiledMarch 30th, 2000 Industry
RECITALSEscrow Agreement • October 6th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • California
Contract Type FiledOctober 6th, 1999 Company Industry Jurisdiction
R E C I T A L SExercise Agreement • August 5th, 1999 • Trizetto Group Inc • Delaware
Contract Type FiledAugust 5th, 1999 Company Jurisdiction
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
Company FiledJune 11th, 2001 Industry Jurisdiction
RECITALSRegistration Rights Agreement • December 14th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledDecember 14th, 1999 Company Industry Jurisdiction
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
Contract Type FiledOctober 4th, 1999 Company Industry Jurisdiction
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
Contract Type FiledDecember 14th, 1999 Company Industry
BY AND AMONGAgreement and Plan of Merger • January 6th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledJanuary 6th, 2000 Company Industry Jurisdiction
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
Contract Type FiledAugust 18th, 1999 Company Industry Jurisdiction
1 EXHIBIT 2.5 INFORMATION TECHNOLOGY SERVICES AGREEMENTTechnology Services Agreement • October 4th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • Alabama
Contract Type FiledOctober 4th, 1999 Company Industry Jurisdiction
EXHIBIT 2.4 SECURED PROMISSORY NOTETrizetto Group Inc • December 14th, 1999 • Services-computer processing & data preparation • California
Company FiledDecember 14th, 1999 Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2007 • Trizetto Group Inc • Services-computer processing & data preparation • New York
Contract Type FiledApril 17th, 2007 Company Industry JurisdictionTHIS 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.