EXHIBIT 10.19 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger • January 16th, 2001 • Practice Works Inc • Services-management consulting services • Delaware
ARTICLE I REGISTRATION RIGHTSRegistration Rights Agreement • March 22nd, 2001 • Practice Works Inc • Services-management consulting services • New York
1 EXHIBIT 10.18(A) STOCK PURCHASE AGREEMENT BY AND BETWEEN CRESCENT INTERNATIONAL LTD.Stock Purchase Agreement • March 22nd, 2001 • Practice Works Inc • Services-management consulting services • New York
1 EXHIBIT 10.7(A) INDEMNIFICATION AGREEMENT This Agreement made as of March 5, 2001, between PracticeWorks, Inc., a Delaware corporation (the "Company") and Richard E. Perlman, a director, officer, employee or agent of the Company (the "Indemnitee");...Indemnification Agreement • March 22nd, 2001 • Practice Works Inc • Services-management consulting services • Delaware
1 EXHIBIT 10.14 CONTRIBUTION AGREEMENTContribution Agreement • January 16th, 2001 • Practice Works Inc • Services-management consulting services • Delaware
ARTICLE I REGISTRATION RIGHTSRegistration Rights Agreement • February 1st, 2001 • Practice Works Inc • Services-management consulting services • New York
1 EXHIBIT 10.22 LOAN AGREEMENT DATED AS OF MARCH 5, 2001 BY AND BETWEENLoan Agreement • March 22nd, 2001 • Practice Works Inc • Services-management consulting services • Colorado
TABLE OF CONTENTS PAGE ---- Section 1. Definitions............................. ...........................................1 Section 2. Appointment of Rights Agent........................................................5 Section 3. Issuance of Rights...Rights Agreement • November 7th, 2002 • Practiceworks Inc • Services-management consulting services • Delaware
ARTICLE I REGISTRATION RIGHTSRegistration Rights Agreement • March 22nd, 2001 • Practice Works Inc • Services-management consulting services • New York
SECTION 2 REGISTRATION RIGHTSRegistration Rights Agreement • March 22nd, 2001 • Practice Works Inc • Services-management consulting services • Delaware
1 EXHIBIT 10.5(a) SOFTWARE LICENSE AGREEMENT THIS SOFTWARE LICENSE AGREEMENT (this "Agreement") is entered into as of March 5, 2001 (the "Effective Date"), by and between InfoCure Corporation, a Delaware corporation ("Licensor"), and PracticeWorks...Software License Agreement • March 22nd, 2001 • Practice Works Inc • Services-management consulting services • Georgia
RECITALSMarketing Agreement • December 21st, 2000 • Practice Works Inc • Services-management consulting services • California
1 EXHIBIT 10.21 SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan • January 16th, 2001 • Practice Works Inc • Services-management consulting services
1 EXHIBIT 10.2 TRANSITION SERVICES AGREEMENT TRANSITION SERVICES AGREEMENT (this "Agreement"), dated as of March 5, 2001, by and between InfoCure Corporation, a Delaware corporation ("InfoCure"), and PracticeWorks, Inc., a Delaware corporation...Transition Services Agreement • March 22nd, 2001 • Practice Works Inc • Services-management consulting services • Delaware
1 EXHIBIT 10.16 STOCK PURCHASE AGREEMENT BY AND BETWEEN CRESCENT INTERNATIONAL LTD.Stock Purchase Agreement • March 22nd, 2001 • Practice Works Inc • Services-management consulting services • New York
EXHIBIT 10.16 STOCK PURCHASE AGREEMENT BY AND BETWEEN CRESCENT INTERNATIONAL LTD.Stock Purchase Agreement • January 24th, 2001 • Practice Works Inc • Services-management consulting services • New York
CREDIT AGREEMENT Dated as of December 23, 2002 among PRACTICEWORKS, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The...Credit Agreement • March 31st, 2003 • Practiceworks Inc • Services-management consulting services • North Carolina
This CREDIT AGREEMENT is entered into as of December 23, 2002 among PRACTICEWORKS, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
ARTICLE I DEFINITIONSAllocation Agreement • December 21st, 2000 • Practice Works Inc • Services-management consulting services • Delaware
1 EXHIBIT 10.13 GLOBALCENTER INC., A GLOBAL CROSSING COMPANY MASTER SERVICE AGREEMENT NO. This Master Service Agreement (this "Agreement") is entered into on the _______ day of ______________, 2000 ("Effective Date") by and between ________________,...Master Service Agreement • November 13th, 2000 • Practice Works Inc • Services-management consulting services • California
WARRANT AGREEMENT FOR FINOVA CAPITAL CORPORATIONPractice Works Inc • March 22nd, 2001 • Services-management consulting services
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF DISTRIBUTION This AGREEMENT AND PLAN OF DISTRIBUTION (this "Agreement"), is dated as of February 21, 2001, by and between InfoCure Corporation, a Delaware corporation ("InfoCure"), and PracticeWorks, Inc., a...Agreement and Plan of Distribution • March 22nd, 2001 • Practice Works Inc • Services-management consulting services • Delaware
EXHIBIT 10.8(D) EMPLOYMENT AGREEMENT This is an Employment Agreement entered into between PracticeWorks, Inc., a Delaware corporation, or "PracticeWorks", and James C. Davis, or "Executive", the terms and conditions of which are as follows: SS. 1....Employment Agreement • March 22nd, 2001 • Practice Works Inc • Services-management consulting services • Delaware
EXHIBIT 10.8(B) EMPLOYMENT AGREEMENT This is an Employment Agreement entered into between PracticeWorks, Inc., a Delaware corporation, or "PracticeWorks", and James K. Price, or "Executive", the terms and conditions of which are as follows: SS. 1....Employment Agreement • March 22nd, 2001 • Practice Works Inc • Services-management consulting services • Delaware
ARTICLE I DEFINITIONSEmployee Benefits and Compensation Allocation Agreement • November 13th, 2000 • Practice Works Inc • Services-management consulting services • Delaware
PracticeWorks, Inc. Shares Common Stock1 Underwriting AgreementPracticeworks Inc • May 7th, 2002 • Services-management consulting services • Illinois
William Blair & Company, L.L.C. Jefferies & Company, Inc. A.G. Edwards & Sons, Inc. Sanders Morris Harris Inc. As Representatives of the Several Underwriters Named in Schedule A c/o William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606
RECITALSTax Disaffiliation Agreement • March 22nd, 2001 • Practice Works Inc • Services-management consulting services
FOURTH AMENDMENT TO THE AMENDED AND RESTATEDAgreement and Plan of Merger and Reorganization • April 30th, 2001 • Practice Works Inc • Services-management consulting services
RECITALSTax Disaffiliation Agreement • January 24th, 2001 • Practice Works Inc • Services-management consulting services
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2003 • Practiceworks Inc • Services-management consulting services • Georgia
This INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of __________, 2003, by and between PracticeWorks, Inc., a Delaware Corporation (the “Corporation”), and _______________________ (the “Indemnitee”).
Exhibit 10.12 [DELL LOGO] PURCHASE AND MARKETING AGREEMENTPurchase and Marketing Agreement • December 21st, 2000 • Practice Works Inc • Services-management consulting services
RECITALSE-Commerce Agreement • December 21st, 2000 • Practice Works Inc • Services-management consulting services • Georgia
ContractPracticeworks Inc • May 16th, 2002 • Services-management consulting services • Georgia
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF CAN BE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT, UNLESS, IN THE OPINION OF COUNSEL TO THE COMPANY, SUCH REGISTRATION IS NOT THEN REQUIRED.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 2003 • Practiceworks Inc • Services-management consulting services • North Carolina
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of February 14, 2003, is by and among PRACTICEWORKS, INC., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders.
AGREEMENT AND PLAN OF MERGER by and among PRACTICEWORKS, INC. EASTMAN KODAK COMPANY and PEACH ACQUISITION, INC. dated as of July 20, 2003Agreement and Plan of Merger • August 14th, 2003 • Practiceworks Inc • Services-management consulting services • Delaware
This AGREEMENT AND PLAN OF MERGER, is dated as of the 20th day of July, 2003 (as it may be amended from time to time hereafter, the “Plan”), and is entered into by and among PracticeWorks, Inc., a Delaware corporation (the “Company”), Eastman Kodak Company, a New Jersey corporation (“Purchaser”), and Peach Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Acquisition Sub”).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement • August 14th, 2003 • Practiceworks Inc • Services-management consulting services • Delaware
VOTING AGREEMENT (this “Agreement”), dated as of July 20, 2003, by and among Eastman Kodak Company (“Purchaser”), a New Jersey corporation, Peach Acquisition, Inc. (“Acquisition Sub”), a Delaware corporation and a wholly owned subsidiary of Purchaser, and each of the individuals listed on the signature pages hereto (each, in his or her capacity as stockholder of PracticeWorks, Inc. (the “Company”), a “Stockholder”, and collectively, the “Stockholders”).
