EXHIBIT 10.2 FORM OF COMMON STOCK PURCHASE WARRANT THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE...Proxymed Inc /Ft Lauderdale/ • July 8th, 2003 • Services-computer processing & data preparation • Florida
EXHIBIT 10.36 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December 6, 2005, by and between ProxyMed, Inc., a Florida corporation (the "Company"), and Laurus Master Fund, Ltd. (the...Registration Rights Agreement • January 27th, 2006 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • New York
EXHIBIT 2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 12th, 2004 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • New York
FORM OF WARRANT THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR FOREIGN...Proxymed Inc /Ft Lauderdale/ • November 14th, 2003 • Services-computer processing & data preparation • Florida
EXHIBIT 10.23 STOCK OPTION AGREEMENT This Agreement is made as of _________, 19__, by and between PROXYMED, INC. (the "Company") and ______________, who is an employee of the Company (the "Employee"). WHEREAS, the Company considers it desirable and in...Stock Option Agreement • December 16th, 1999 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "Agreement") dated as of November 19, 1997, between PROXYMED, INC., a Florida corporation ("BUYER"), with its principal business address at 2501 Davie Road, Suite 230, Fort...Asset Purchase Agreement • December 3rd, 1997 • Proxymed Inc /Ft Lauderdale/ • Retail-drug stores and proprietary stores • Texas
EXHIBIT 2.1 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONRights Agreement • January 9th, 2003 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • Delaware
REVOLVER NOTEProxymed Inc /Ft Lauderdale/ • March 30th, 2004 • Services-computer processing & data preparation
This Revolver Note is issued pursuant to that certain Loan and Security Agreement of even date herewith, among Borrowers and Lender (as amended, restated, supplemented or otherwise modified from time to time, the "LOAN AGREEMENT"), and is entitled to the benefit and security of the Loan Agreement and all of the other Loan Documents referred to therein. Reference is hereby made to the Loan Agreement for a statement of all of the terms and conditions under which the loans evidenced hereby were and are to be made.
EXHIBIT 2.2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 9th, 2003 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • New York
PROXYMED, INC. COMMON STOCK PURCHASE WARRANT ---------------------------------------------Proxymed Inc /Ft Lauderdale/ • April 8th, 2002 • Services-computer processing & data preparation • Florida
EXHIBIT 10.22 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "Agreement") dated, January 12, 1999, between PROXYMED, INC., a Florida corporation ("Buyer"), with its principal business address at 2555 Davie Road, Suite 110, Fort...Asset Purchase Agreement • March 16th, 1999 • Proxymed Inc /Ft Lauderdale/ • Retail-drug stores and proprietary stores • Texas
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "Agreement") dated April 23, 2001, between PROXYMED, INC., a Florida corporation ("Buyer"), with its principal business address at 2555 Davie Road, Suite 11, Fort Lauderdale,...Asset Purchase Agreement • May 7th, 2001 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • Georgia
Exhibit 4.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated March 2, 2004 (THIS "AGREEMENT"), among ProxyMed, Inc., a Florida corporation (the "COMPANY"), General Atlantic Partners 77,...Registration Rights Agreement • March 5th, 2004 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • New York
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") dated April 24, 1998, between PROXYMED, INC., a Florida corporation ("Buyer"), with its principal business address at 2501 Davie Road, Suite 230, Fort Lauderdale,...Stock Purchase Agreement • June 2nd, 1998 • Proxymed Inc /Ft Lauderdale/ • Retail-drug stores and proprietary stores • California
EXHIBIT 10.6 STOCK OPTION AGREEMENT This Agreement is made as of _________, ____, by and between PROXYMED, INC. (the "Company") and ______________, who is an employee of the Company (the "Employee"). WHEREAS, the Company considers it desirable and in...Stock Option Agreement • June 4th, 2002 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of May 4, 2000, by and among ProxyMed, Inc., a Florida corporation, with headquarters located at 2555 Davie Road, Suite 110, Fort Lauderdale, Florida...Registration Rights Agreement • May 8th, 2000 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • New York
EXHIBIT 3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2004 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • New York
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 24, 2001, by and among ProxyMed, Inc., a Florida corporation, with headquarters located at 2555 Davie Road, Suite 110, Fort Lauderdale,...Registration Rights Agreement • April 26th, 2001 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • New York
EXHIBIT 10.27 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (the "Agreement"), dated as of April 24, 2001, by and among ProxyMed, Inc., a Florida corporation, with headquarters located at 2555 Davie Road, Suite 110, Fort Lauderdale, Florida 33317 (the...Exchange Agreement • April 26th, 2001 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • Florida
PROXYMED, INC., KEY COMMUNICATIONS SERVICE, INC., and MEDUNITE INC. as BorrowersLoan and Security Agreement • March 30th, 2004 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • Georgia
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is made and entered into as of this 6th day of May, 2002, by and among PROXYMED, INC., a Florida corporation ("ProxyMed" or the "Acquiror"), with its principal...Stock Purchase Agreement • May 7th, 2002 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • Florida
EXHIBIT 10.24 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of December 23, 1999, by and among ProxyMed, Inc., a Florida corporation, with headquarters located at 2555 Davie Road, Suite 110, Fort Lauderdale,...Securities Purchase Agreement • December 28th, 1999 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • Florida
EXHIBIT 4.8 EXECUTION COPY THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR...Proxymed Inc /Ft Lauderdale/ • November 14th, 2003 • Services-computer processing & data preparation • Florida
Exhibit 10.1 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 25th, 2005 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation
EXHIBIT 10.2 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR FOREIGN...Proxymed Inc /Ft Lauderdale/ • March 29th, 2002 • Services-computer processing & data preparation • Florida
BackgroundPurchase Agreement • March 17th, 2005 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • Illinois
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (the "Agreement") is made and entered into as of this 30th day of December, 1998, by and among PROXYMED, INC., a Florida corporation ("ProxyMed"), PROXYMED ACQUISITION CORP., a...Agreement and Plan of Merger • January 14th, 1999 • Proxymed Inc /Ft Lauderdale/ • Retail-drug stores and proprietary stores • Florida
R E C I T A L SIntellectual Property Security Agreement • August 31st, 2000 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation
EXHIBIT 10.3 PROXYMED, INC. CONVERSION AGREEMENT This Conversion Agreement (this "Agreement") made as of this ___ day of _________, _____ between ProxyMed, Inc., a Florida corporation with offices at 2555 Davie Road, Suite 110, Fort Lauderdale,...Conversion Agreement • January 10th, 2002 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • New York
REVOLVER NOTEProxymed Inc /Ft Lauderdale/ • April 25th, 2005 • Services-computer processing & data preparation
PROXYMED, INC.Agreement • January 10th, 2002 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • New York
EXHIBIT 10.1 STOCK AND WARRANT PURCHASE AGREEMENTStock and Warrant Purchase Agreement • March 29th, 2002 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • New York
EXHIBIT 99.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered on July 28, 2000, by and between PROXYMED, INC., a Florida corporation. ("Company"), and Michael K. Hoover ("Employee"). WHEREAS, upon the terms and subject...Employment Agreement • November 13th, 2000 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • Florida
RECITALS:Form of Indemnification Agreement • April 15th, 2003 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • Florida
EXHIBIT 10.17 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to that certain Employment Agreement (the "Amendment") by and between ProxyMed, Inc. (the "Company") and Michael K. Hoover (the "Executive") dated July 28, 2000 is entered into as of...Employment Agreement • March 30th, 2004 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation
