VOTING AGREEMENTVoting Agreement • June 18th, 2008 • MEDecision, Inc. • Services-computer programming services • Pennsylvania
VOTING AGREEMENT (this “Agreement”) dated as of June 17, 2008, is by and among HEALTH CARE SERVICE CORPORATION, a Mutual Legal Reserve Company, an Illinois corporation (“Parent”), MERCURY ACQUISITION CORP., a Pennsylvania corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Person (as defined in the Merger Agreement (as defined below)) listed on the signature page hereof as a shareholder (the “Shareholder”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, Merger Sub and MEDecision, Inc., a Pennsylvania corporation (the “Company”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 31st, 2006 • MEDecision, Inc. • Services-computer programming services • California
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and MEDECISION, INC., a Pennsylvania corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.
PLEDGE AGREEMENTPledge Agreement • October 31st, 2006 • MEDecision, Inc. • Services-computer programming services • Pennsylvania
PLEDGE AGREEMENT, dated as of June 30, 1998, by ZACHARIAH W. SERBER, with a mailing address at 1309 17th Avenue, San Francisco, California 94122 (“Pledgor”), in favor of DAVID ST. CLAIR, having an address at c/o MEDecision, Inc., 724 W. Lancaster Avenue, Suite 200, Wayne, Pennsylvania 19087 (“Pledgee”).
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2007 • MEDecision, Inc. • Services-computer programming services • Pennsylvania
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (the “Agreement”) is made on this day of , 2007, by and between MEDecision, Inc., a Pennsylvania corporation (the “Company”), and (“Indemnitee”).
AGREEMENT OF LEASE BETWEEN FV OFFICE PARTNERS, L.P. AND MEDECISION, INC. 601 LEE ROAD CHESTERBROOK CORPORATE CENTER® TREDYFFRIN TOWNSHIP CHESTER COUNTY PENNSYLVANIAAgreement of Lease • August 11th, 2006 • MEDecision, Inc.
Shares MEDECISION, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2006 • MEDecision, Inc. • Services-computer programming services • New York
As part of the offering contemplated by this Agreement, Cowen (the “Designated Underwriter”) has agreed to reserve out of the Firm Stock purchased by it under this Agreement up to ______ shares for sale to the Company’s and its subsidiaries’ officers, directors, employees, customers and business partners and friends of the Company’s and its subsidiaries’ officers, directors and employees (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONServices Agreement • December 11th, 2006 • MEDecision, Inc. • Services-computer programming services • New Jersey
This Master Product and Services Agreement (together with all Schedules, Exhibits and Appendices thereto, collectively, this “Agreement”) dated June 30, 2005 (“Effective Date”) is between MEDecision, Inc., a Pennsylvania corporation, with its headquarters located at 601 Lee Road, Wayne, PA 19087-5607 (“MEDecision”) and Horizon Blue Cross Blue Shield of New Jersey, a New Jersey corporation, on behalf of itself and its Affiliates (collectively, “Customer”) with its principal offices at Three Penn Plaza, Newark, NJ 07105-2200. Terms not otherwise defined herein shall have the meanings set forth in Section 12 of this Agreement.
ADDITIONAL BORROWER JOINDER SUPPLEMENTMEDecision, Inc. • December 11th, 2006 • Services-computer programming services • Pennsylvania
THIS ADDITIONAL BORROWER JOINDER SUPPLEMENT (this “Agreement”) is made this 22nd day of November, 2006, by and among MEDECISION, INC., a corporation organized under the laws of the Commonwealth of Pennsylvania (“Company”), and wholly-owned subsidiary of Additional Borrower (as hereinafter defined), MEDECISION INVESTMENTS, INC., a corporation organized under the laws of the State of Delaware (the “Additional Borrower”), and SILICON VALLEY BANK, a California chartered bank (the “Bank”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2008 • MEDecision, Inc. • Services-computer programming services • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective the 1st day of September, 2007 (the “Effective Date”), by and between MEDecision, Inc., a Pennsylvania corporation (the “Company”) and Ron Nall (the “Executive”).
ContractMEDecision, Inc. • August 11th, 2006 • Pennsylvania
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND LAWS OR, SUBJECT TO SECTION 5.3 HEREOF, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTExecutive Employment and Severance Agreement • June 18th, 2008 • MEDecision, Inc. • Services-computer programming services • Illinois
This Executive Employment and Severance Agreement (the “Agreement”) is entered into between David St. Clair (“Executive”), and MEDecision, Inc. (the “Company”).
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONMaster Product Agreement • December 11th, 2006 • MEDecision, Inc. • Services-computer programming services • Illinois
This Master Product Agreement (“Agreement”) dated November 15, 2005 (“Effective Date”) is between MEDecision, Inc. (“MEDecision”) and Health Care Service Corporation, a Mutual Legal Reserve Company d/b/a Blue Cross Blue Shield of Illinois, Blue Cross Blue Shield of Texas, Blue Cross Blue Shield of New Mexico(“Customer” or “HCSC”) on behalf of itself and its Affiliates(collectively, “Customer”) with its principal offices at 300 E. Randolph, Suite 2400, Chicago, IL 60601, 901 S Central Expressway, Richardson, TX 75080-7599, and P.O. Box 27630, Albuquerque, NM, respectively.
EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2006 • MEDecision, Inc. • Pennsylvania
THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective the 4th day of September 2002, (the “Effective Date”) by and between MEDecision, Inc., a Pennsylvania corporation (the “Company”), and John H. Capobianco, an individual (“Executive”). The Company desires to retain the services of Executive, and Executive desires to be employed by the Company for the term of this Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2006 • MEDecision, Inc. • Services-computer programming services • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the 23 day of October, 2006 by and between MEDecision, Inc., (“Company”) and Gartner, Inc. (“Gartner”).
ContractMEDecision, Inc. • November 17th, 2006 • Services-computer programming services • Pennsylvania
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. IN ADDITION, THESE SECURITIES ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 9 OF THIS WARRANT.
AGREEMENT AND PLAN OF MERGER BY AND AMONG HEALTH CARE SERVICE CORPORATION, MERCURY ACQUISITION CORP. AND MEDECISION, INC. DATED AS OF JUNE 17, 2008Agreement and Plan of Merger • June 18th, 2008 • MEDecision, Inc. • Services-computer programming services • Pennsylvania
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and effective as of June 17, 2008 by and among HEALTH CARE SERVICE CORPORATION, a Mutual Legal Reserve Company, an Illinois corporation (“Parent”), MERCURY ACQUISITION CORP., a Pennsylvania corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and MEDECISION, INC., a Pennsylvania corporation (“Company”).
CONSULTING AGREEMENTConsulting Agreement • April 21st, 2008 • MEDecision, Inc. • Services-computer programming services • Pennsylvania
THIS CONSULTING AGREEMENT (this “Agreement”) is made by and between MEDECISION, INC., a Pennsylvania corporation (the “Company”) and TIMOTHY W. WALLACE (“Consultant”).
Joint Filing AgreementExhibit 1 • February 14th, 2007 • MEDecision, Inc. • Services-computer programming services
The undersigned hereby agree that the statement on Schedule 13G, dated as of the date hereof (the “Statement”), with respect to the common stock, no par value per share, of MEDecision, Inc., a Pennsylvania corporation, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Joint Filing Agreement shall be included as an exhibit to the Statement and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
MEDECISION, INC. SERIES C STOCK EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 17th, 2006 • MEDecision, Inc. • Services-computer programming services • Pennsylvania
MEDecision, Inc. (the “Company”) hereby grants to ________________ (the “Optionee”) an option (the “Option”) to purchase a total of ______________ (_________) shares of the Company’s Series C Convertible Preferred Stock, no par value (“Series C Stock”), at the price and on the terms set forth herein, and in all respects subject to the terms and provisions of the MEDecision, INC. SERIES C STOCK EQUITY INCENTIVE PLAN (the “Plan”) applicable to non-qualified stock options, which terms and provisions are incorporated by reference herein. Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meanings given to them in the Plan.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2006 • MEDecision, Inc.
THIS AMENDMENT is made on this 18th day of July, 2006 by and between the MEDecision, Inc., a Pennsylvania corporation (the “Company”) and John H. Capobianco (“Executive”).
AMENDMENT TO WARRANT FOR THE PURCHASE OF COMMON STOCKMEDecision, Inc. • August 11th, 2006 • Pennsylvania
THIS AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK is made on August 1, 2006 (the “Amendment”) by and between MEDecision, Inc., a Pennsylvania corporation (the “Company”) and Commerce Bank, N.A., the successor by merger to Commerce Bank/Pennsylvania, N.A. (“Commerce”), and amends that certain Warrant for the Purchase of Common Stock dated June 1, 1999 (the “Agreement”) issued by the Company to Commerce. Except as otherwise set forth herein, capitalized terms not otherwise defined herein have the meanings set forth in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2008 • MEDecision, Inc. • Services-computer programming services • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective the 11th day of December, 2007 (the “Effective Date”), by and between MEDecision, Inc., a Pennsylvania corporation (the “Company”) and SCOTT PADDOCK (the “Executive”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 18th, 2007 • MEDecision, Inc. • Services-computer programming services
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), MEDECISION, INC., a Pennsylvania corporation (“MEDecision”), and MEDECISION INVESTMENTS, INC., a Delaware corporation (“MEDecision Investments”; and together with MEDecision, each a “Borrower” and jointly, severally and collectively, the “Borrowers”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • October 31st, 2006 • MEDecision, Inc. • Services-computer programming services • Pennsylvania
THIS AGREEMENT is made this ____ day of ______________, 20__, by and among MEDecision, Inc., a Pennsylvania corporation (the “Company”), and the shareholders of the Company who have executed the signature pages attached hereto (each, a “Shareholder” and collectively, the “Shareholders”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT among MEDECISION, INC., THE PERSONS LISTED ON THE SIGNATURE PAGES HERETO AS PARTIES TO THE REGISTRATION RIGHTS AGREEMENT OF THE COMPANY DATED AS OF FEBRUARY 12, 1997 and THE PERSONS LISTED ON...Registration Rights Agreement • August 11th, 2006 • MEDecision, Inc. • Pennsylvania
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 25, 2001 by and between MEDecision, Inc., a Pennsylvania corporation (the “Company”), the persons (the “Existing Holders”) listed on the signature pages hereto as parties to the Registration Rights Agreement of the Company dated as of February 12, 1997 (the “Prior Registration Rights Agreement”) and the persons listed on the signature pages hereto as the Additional Holders (the “Additional Holders”). The Existing Holders together with the Additional Holders and any other persons who shall hereafter acquire Registrable Securities (as hereinafter defined) of the Company and execute a counterpart hereto pursuant to the provisions of, and subject to the restrictions and rights set forth in, this Agreement, are referred to herein collectively as the “Holders” and individually as a “Holder.”
AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2006 • MEDecision, Inc. • Pennsylvania
THIS AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made on July 6, 2006 (the “Amendment”) by and among MEDecision, Inc., a Pennsylvania corporation (the “Company”) and the parties listed on the signature pages hereto (collectively, the “Investors”), and amends that certain Second Amended and Restated Registration Rights Agreement (the “Agreement”) among the Company and the Holders party thereto (as such term is defined in the Agreement) dated September 25, 2001. Except as otherwise set forth herein, capitalized terms not otherwise defined herein have the meanings set forth in the Agreement.
CONSENT AND WAIVERConsent and Waiver • November 17th, 2006 • MEDecision, Inc. • Services-computer programming services
THIS CONSENT AND WAIVER (the “Consent”), dated as of November 14, 2006, is by and between SILICON VALLEY BANK, a California-chartered bank (“Bank”), and MEDECISION, INC., a Pennsylvania corporation, (the “Borrower”).
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE MEDECISION, INC. 2006 EQUITY INCENTIVE PLANNon-Qualified Stock Option Agreement • August 10th, 2007 • MEDecision, Inc. • Services-computer programming services • Pennsylvania
This Non-Qualified Stock Option Agreement (this “Agreement”) evidences the grant by MEDecision, Inc. to [ ] (the “Optionee”) of an option to purchase up to [ ] shares of MEDecision, Inc. common stock at the price and on the terms set forth herein (the “Option”). This Option is in all respects subject to the terms of the MEDecision, Inc. 2006 Equity Incentive Plan, which terms are incorporated herein by this reference. Unless the context otherwise requires, capitalized terms used herein will have the meanings defined in the Plan.
ContractMEDecision, Inc. • November 17th, 2006 • Services-computer programming services • Pennsylvania
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. IN ADDITION, THESE SECURITIES ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 9 OF THIS WARRANT.
THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT among MEDECISION, INC., THE PERSONS LISTED ON THE SIGNATURE PAGES HERETO AS THE SERIES A INVESTORS, THE PERSONS LISTED ON THE SIGNATURE PAGES HERETO AS THE MANAGEMENT SHAREHOLDERS, THE PERSONS LISTED...Shareholders Agreement • August 11th, 2006 • MEDecision, Inc. • Pennsylvania
THIS THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, (this “Agreement”) is entered into as of January 11, 2002, by and among MEDecision, Inc., a Pennsylvania corporation (the “Company”), the persons listed on the signature pages hereto as Series A Investors (the “Series A Investors”), the persons listed on the signature pages hereto as Management Shareholders (the “Management Shareholders”), the persons listed on the signature pages hereto as the Series B Investors, whether or not a representative of such investor signs this Agreement (the “Series B Investors”), the persons listed on the signature pages hereto as the Series C Investors (the “Series C Investors,” and together with the Series A Investors and the Series B Investors, the “Investor Shareholders”). By way of clarification, unless expressly listed as a Series C Investor on the signature pages hereto, no Employee Shareholder shall be included in the defined term “Series C Investor” or “Investor Shareholder.” The Investor Sh
AMENDMENT TO AGREEMENTTo Agreement • June 6th, 2007 • MEDecision, Inc. • Services-computer programming services
This amendment (“Amendment”) to the VALUE ADDED REMARKETING AGREEMENT (“Agreement”) dated March 30, 1989, is entered into and effective this 31st day of May 2007, (“Effective Date”) by and between InterSystems Corporation (“ISC”) a Massachusetts corporation located at One Memorial Drive, Cambridge, MA 02142 and Amendment, a Pennsylvania corporation located at 601 Lee Road, Chesterbrook Corporate Center, Wayne, PA 19087.
FIRST AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 28th, 2007 • MEDecision, Inc. • Services-computer programming services
THIS FIRST AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 26th day of March, 2007, by and between SILICON VALLEY BANK (“Bank”), MEDECISION, INC., a Pennsylvania corporation (“MEDecision”), and MEDECISION INVESTMENTS, INC., a Delaware corporation (“MEDecision Investments”; and together with MEDecision, jointly, severally and collectively, “Borrower”) whose address is 601 Lee Road, Wayne, Pennsylvania 19087.
INCENTIVE STOCK OPTION AGREEMENT UNDER THE MEDECISION, INC. 2006 EQUITY INCENTIVE PLANIncentive Stock Option Agreement • March 28th, 2007 • MEDecision, Inc. • Services-computer programming services • Pennsylvania
This Incentive Stock Option Agreement (this “Agreement”) evidences the grant by MEDecision, Inc. to [ ] (the “Optionee”) of an option to purchase up to [ ] shares of MEDecision, Inc. common stock at the price and on the terms set forth herein (the “Option”). This Option is in all respects subject to the terms of the MEDecision, Inc. 2006 Equity Incentive Plan, which terms are incorporated herein by this reference. Unless the context otherwise requires, capitalized terms used herein will have the meanings defined in the Plan.
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED ANDPreferred Escrow Agreement • August 10th, 2007 • MEDecision, Inc. • Services-computer programming services • California
This Master Product Agreement, including all exhibits, schedules, appendices and other documents attached hereto (collectively, this “Agreement”) dated June 30, 2004 (“Effective Date”) is between MEDecision, Inc. (“MEDecision”), with offices at One Devon Square, 724 W. Lancaster Avenue, Wayne, PA 19087 and PacifiCare Health Systems, Inc. (“Customer”), for itself and its Affiliates, with its principal offices at 10803 Hope Street, Cypress, CA 90630. MEDecision and Customer may each be referred to in this Agreement individually as a “Party” and together as the “Parties.”
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED ANDMaster Product Agreement • August 10th, 2007 • MEDecision, Inc. • Services-computer programming services
This Amendment #1 (“Amendment”) to the Master Product Agreement (“Agreement”) #PHS-001 dated June 30, 2004 is between MEDecision, Inc. (“MEDecision”), and PacifiCare Health Systems, Inc. (“Customer”), for itself and its Affiliates and is effective as of April 16, 2007.
