SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT This SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT is made the 10th day of December, 1997, with an effective date as described below, by and between UNIVERSAL DOCUMENT MANAGEMENT SYSTEMS, INC. (formerly...Stock Purchase Agreement • May 1st, 1998 • Medplus Inc /Oh/ • Computer peripheral equipment, nec
W I T N E S S E T H:First Lease • March 28th, 1997 • Medplus Inc /Oh/ • Computer peripheral equipment, nec
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 3rd, 1999 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
EXHIBIT A REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2000 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 8, 2000 between Crossover Ventures, Inc. ("Purchaser") and MedPlus, Inc. (the "Company").
EMPLOYMENT AGREEMENT THIS AGREEMENT made and entered into effective as of the 1st day of February, 1999 by and between MedPlus, Inc., an Ohio corporation (the "Company"), and Timothy McMullen (the "Employee"). WHEREAS, the Company desires to employ or...Employment Agreement • May 3rd, 1999 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
EMPLOYMENT AGREEMENT THIS AGREEMENT made and entered into effective as of the 1st day of February, 2000 by and between MedPlus, Inc., an Ohio corporation (the "Company"), and Thomas R. Wagner (the "Employee"). This Agreement supersedes all previous...Employment Agreement • May 1st, 2000 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
AGREEMENT AND PLAN OF MERGER among MEDPLUS, INC., QUEST DIAGNOSTICS INCORPORATED and Dated as of April 25, 2001Agreement and Plan of Merger • September 4th, 2001 • Medplus Inc /Oh/ • Services-business services, nec • Ohio
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • December 22nd, 2000 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • New York
This COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of December 8, 2000 by and between MedPlus, Inc., an Ohio corporation (the "Company"), and Crossover Ventures, Inc. (the "Purchaser").
VOTING AGREEMENT Among SHAREHOLDERS OF MEDPLUS, INC. whose names appear on the signature pages hereof and QUEST DIAGNOSTICS INCORPORATED Dated as of April 25, 2001Voting Agreement • September 21st, 2001 • Medplus Inc /Oh/ • Services-business services, nec • Ohio
PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made as of the 1st day of March, 2000 (the "Effective Date"), by LV ACQUISITION, LLC, an Ohio limited liability company (the "Pledgor") and MEDPLUS, INC., an Ohio...Pledge and Security Agreement • May 1st, 2000 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
STOCK PURCHASE WARRANT To Purchase 100,000 Shares of Common Stock of MEDPLUS, INC.Medplus Inc /Oh/ • December 22nd, 2000 • Computer peripheral equipment, nec
THIS CERTIFIES that, for value received, Crossover Ventures, Inc. (the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 11, 2000 (the "Initial Exercise Date") and on or prior to the close of business on June 11, 2004 (the "Termination Date") but not thereafter, to subscribe for and purchase from MedPlus, Inc., a corporation incorporated in the State of Ohio (the "Company"), up to 100,000 shares (the "Warrant Shares") of Common Stock, no par value per share, of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $5.73. The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. In the event of any conflict between the terms of this Warrant and the Common Stock Purchase Agreement dated as of December 8, 2000 pursuant to which this Warr
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 20th, 2000 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
THIS AGREEMENT is made this 19th day of June, 2000 by and between Richard A. Mahoney, an Ohio resident ("Seller"), and Quest Diagnostics Ventures LLC, a Delaware limited liability company ("Quest Diagnostics"), a wholly-owned subsidiary of Quest Diagnostics Incorporated, a Delaware corporation.
INFORMATION LEASING CORPORATION CROSS CORPORATE GUARANTEE The undersigned, for valuable consideration, the receipt of which is hereby acknowledged, hereby guarantee(s) Information Leasing Corporation ("Lessor") (1) the prompt payment, when due,...Medplus Inc /Oh/ • November 14th, 1996 • Computer peripheral equipment, nec
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • June 20th, 2000 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
THIS AGREEMENT is made this 19th day of June, 2000 by and between MedPlus, Inc., an Ohio corporation ("MedPlus"), and Quest Diagnostics Ventures LLC, a Delaware limited liability company ("Quest Diagnostics"), a wholly-owned subsidiary of Quest Diagnostics Incorporated, a Delaware corporation.
CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is made this 1st day of September, 1996, and is by and between Universal Document Management Systems, Inc. ("UDMS"), an Ohio corporation, and Madison Financial Group Ltd. /f/k/a/ DMG...Consulting Agreement • March 28th, 1997 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of the 16th day of March, 1998, by and between MEDPLUS, INC. (the "Company"), an Ohio corporation with its principal offices located at 8805 Governor's Hill Drive, Cincinnati, Ohio 45249, and GARY L....Employment Agreement • May 1st, 1998 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
MEDPLUS, INC. CHARTMAXX[tm] SOFTWARE LICENSE AGREEMENT Agreement No. C003001 This Agreement is made effective as of January 4, 2000 (the "Effective Date") by and between MedPlus, Inc. ("MedPlus"), an Ohio corporation with its principal place of...License Agreement • May 1st, 2000 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Florida
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT June 19, 2000Registration Rights Agreement • June 20th, 2000 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
On April 30,1999 the Preferred Investors and MedPlus, Inc. (the "Company) entered into a Registration Rights Agreement (the "Original Registration Rights Agreement") granting the Preferred Investors certain registration rights with respect to MedPlus Common Stock issued upon conversion of the Preferred Stock they purchased under a certain Stock Purchase Agreement dated June 8, 1999 (the "Preferred Purchase Agreement"). Subsequently, Quest Diagnostics has agreed to purchase shares of MedPlus Common Stock from MedPlus pursuant to a Stock Subscription Agreement of even date herewith (the "Quest Purchase Agreement") and from Richard A. Mahoney, provided that its shares are included in this Amended and Restated Registration Rights Agreement. Accordingly, the Original Registration Rights Agreement is hereby amended to read in its entirety as set forth below; the Original Registration Rights Agreement shall be of no further force or effect.
AGREEMENTAgreement • August 18th, 1997 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
MEDPLUS, INC. OPTIMAXX AND STEP2000 SOFTWARE LICENSE, HARDWARE PURCHASE AND RELATED SERVICES AGREEMENT Agreement No. Q983001 This Agreement is made effective as of August 31, 1998 ("Effective Date") by and between MedPlus, Inc. (hereinafter...Services Agreement • May 3rd, 1999 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • New Jersey
CREDIT AGREEMENT Dated as of April __, 2001Credit Agreement • May 3rd, 2001 • Medplus Inc /Oh/ • Services-business services, nec • New York
MEDPLUS, INC., an Ohio corporation (the "Borrower") and QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the "Lender"), agree as follows:
AMENDMENT TO AGREEMENT This AMENDMENT TO AGREEMENT dated as of the 10th day of December, 1997 (the "Effective Date"), is by and between MEDPLUS, INC., an Ohio corporation with its principal offices located at 8805 Governor's Hill Drive, Cincinnati,...To Agreement • May 1st, 1998 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
EMPLOYMENT AGREEMENT THIS AGREEMENT made and entered into effective as of the 1st day of February, 1999 by and between MedPlus, Inc., an Ohio corporation (the "Company"), and Philip S. Present II (the "Employee"). WHEREAS, the Company desires to...Employment Agreement • May 3rd, 1999 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
EMPLOYMENT AGREEMENT THIS AGREEMENT made and entered into effective as of the 1st day of February, 1999 by and between MedPlus, Inc., an Ohio corporation (the "Company"), and Paul Albrecht (the "Employee"). WHEREAS, the Company desires to employ or...Employment Agreement • May 3rd, 1999 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
EMPLOYMENT AGREEMENT THIS AGREEMENT made and entered into as of February 15, 2000 by and between MedPlus, Inc., and Ohio corporation with its principal offices at 8805 Governor's Hill Drive, Cincinnati, OH 45249 (the "Company") and Peter Stephan, who...Employment Agreement • May 1st, 2000 • Medplus Inc /Oh/ • Computer peripheral equipment, nec
ESCROW AGREEMENTEscrow Agreement • December 22nd, 2000 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • New York
THIS ESCROW AGREEMENT (this "Agreement") is made as of December 8, 2000, by and among MedPlus, Inc., a corporation incorporated under the laws of Ohio (the "Company"), Crossover Ventures, Inc. ("Purchaser"), and Epstein Becker & Green, P.C., having an address at 250 Park Avenue, New York, NY 10177 (the "Escrow Agent"). Capitalized terms used but not defined herein shall have the meanings set forth in the Common Stock Purchase Agreement referred to in the first recital.
AMENDMENT TO STOCK PURCHASE AGREEMENT This AMENDMENT TO STOCK PURCHASE AGREEMENT is made the 12th day of August, 1997, with an effective date as described below, by and between UNIVERSAL DOCUMENT MANAGEMENT SYSTEMS, INC. (formerly "MedPlus Acquisition...Stock Purchase Agreement • August 18th, 1997 • Medplus Inc /Oh/ • Computer peripheral equipment, nec
STOCK REDEMPTION AGREEMENT THIS STOCK REDEMPTION AGREEMENT (this "Agreement") is made and entered into as of the 1st day of March, 2000 (the "Effective Date"), by and between LEARNING VOYAGE, INC., a Delaware corporation with its principal location at...Stock Redemption Agreement • May 1st, 2000 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
NATIONAL SALES AND MARKETING AGREEMENTNational Sales and Marketing Agreement • June 20th, 2000 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
THIS NATIONAL SALES AND MARKETING AGREEMENT (the "Agreement") is made as of the ______ day of June, 2000 (the "Effective Date") by and between Quest Diagnostics Incorporated, a Delaware corporation with its principal place of business located at One Malcolm Avenue, Teterboro, New Jersey 07608 ("Quest Diagnostics") and MEDPLUS, INC., an Ohio corporation with its principal place of business at 8805 Governor's Hill Drive, Cincinnati, Ohio 45249 ("MedPlus").
W I T N E S S E T H:Second Lease • March 28th, 1997 • Medplus Inc /Oh/ • Computer peripheral equipment, nec
MEDPLUS, INC. SOFTWARE LICENSE AND DATABASE MAINTENANCE AGREEMENT Agreement No. Q993001 This Agreement is made effective as of December 9, 1999 ("Effective Date") by and between MedPlus, Inc. (hereinafter "MedPlus"), an Ohio corporation with its...Software License and Database Maintenance Agreement • May 1st, 2000 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
SECURITY AGREEMENT Dated April 25, 2001 From The Grantors referred to herein as Grantors to QUEST DIAGNOSTICS INCORPORATED as Secured Party T A B L E O F C O N T E N T SSecurity Agreement • May 3rd, 2001 • Medplus Inc /Oh/ • Services-business services, nec • New York
SECURITY AGREEMENT dated April __, 2001 made by MEDPLUS, INC., an Ohio corporation (the "Borrower"), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined in Section 19) (the Borrower, the Persons so listed and the Additional Grantors being, collectively, the "Grantors") to QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation (the "Secured Party")
AGREEMENT This AGREEMENT dated as of the 1st day of May, 1997 (the "Effective Date"), is by and between MEDPLUS, INC., an Ohio corporation with its principal offices located at 8805 Governor's Hill Drive, Cincinnati, Ohio 45249 ("MedPlus") and JAY...Agreement • August 18th, 1997 • Medplus Inc /Oh/ • Computer peripheral equipment, nec • Ohio
