1
EXHIBIT 4.3
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is entered into as
of March 3, 1999 (the "Effective Date") by and among QuadraMed Corporation, a
Delaware corporation ("QuadraMed"), on the one hand, and the persons set forth
on Schedule "A" attached hereto and incorporated by this reference, who,
together with the Other Stockholders are all of the stockholders of The
Compucare Company, a Delaware corporation (the "Company") (each, a "Stockholder"
and collectively, the "Stockholders"), effective when each such party executes a
counterpart signature page hereto (other than the Other Stockholders which shall
be third party beneficiaries to this Agreement pursuant to Section 15(k) below).
WHEREAS, pursuant to that certain Acquisition Agreement and Plan of
Merger dated February 3, 1999 by and among QuadraMed and Compucare Acquisition
Corporation, a Delaware corporation ("Acquisition Co."), on the one hand, and
the Company and the Stockholders on the other hand, (the "Merger Agreement"),
(i) Acquisition Co. shall be merged with and into the Company (the "Merger") and
(ii) by virtue of the Merger, the Stockholders shall receive approximately
3,000,000 shares of QuadraMed Common Stock (the "Shares") in exchange for issued
and outstanding shares of Company Common Stock and Series A Preferred Stock.
WHEREAS, QuadraMed desires to grant certain registration rights for the
Shares, and QuadraMed and the Stockholders desire that this Agreement shall
govern the rights of the Stockholders to cause QuadraMed to register the Shares,
as well as certain other matters as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by each signatory hereto, it is agreed as
follows:
1. Definitions. All capitalized terms not defined herein shall have the
meanings ascribed to them in the Merger Agreement.
(a) The terms "register", "registered," and "registration" refer
to a registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act (as defined below), and
the declaration or ordering of effectiveness of such registration statement or
document.
(b) The term "Registrable Securities" means (i) the Shares issued
to the Stockholders pursuant to the Merger Agreement, (ii) shares of QuadraMed
Common Stock underlying warrants which remain outstanding and are exercisable
for QuadraMed's Common Stock pursuant to Section 2.4 of the Merger Agreement,
(iii) shares of QuadraMed Common Stock held by Other Participants (as defined in
Section 2 below) and (iv) any Common Stock issued or issuable with respect to
the securities referred to in clause (i), (ii) or (iii) by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular Registrable Securities, such securities will cease to be Registrable
Securities when they have been distributed to the public pursuant to an offering
registered under the Securities Act or sold to the public through a broker,
2
dealer or market maker in compliance with any exemption under the Securities
Act, including, without limitation, Rule 144 promulgated by the SEC (as defined
below) under the Securities Act (or any similar rule then in force).
(c) The term "Holder" means any person owning or having the right
to acquire Registrable Securities or any assignee thereof in accordance with
Section 11 hereof.
(d) The term "Form S-3" means such form under the Securities Act
as in effect on the date hereof or any comparable or successor form under the
Securities Act subsequently adopted by the SEC which permits inclusion or
incorporation of substantial information by reference to other documents filed
by QuadraMed with the SEC.
(e) The term "Securities Act" means the Securities Act of 1933,
as amended.
(f) The term "Termination Date" shall mean the last day at the
end of the shorter of (i) two (2) years from the closing of the merger
transaction described in the Merger Agreement, (ii) such shorter period that
will terminate when all Registrable Securities can be sold within any three (3)
month period without registration under the Securities Act or in compliance with
Rule 144 and (iii) such shorter period that will terminate when all Registrable
Securities have been disposed of by the Holders.
(g) The term "1934 Act" means the Securities Exchange Act of
1934, as amended.
(h) The term "SEC" means the Securities and Exchange Commission.
2. Shelf Registration.
(a) Upon the expiration of a one hundred fifty (150) day period
after the closing of the Merger, QuadraMed shall file a registration statement
on Form S-3 or another appropriate form permitting registration of such
Registrable Securities for resale by the Holders (the "Shelf Registration"). The
Shelf Registration shall register the Registrable Securities for an offering to
be made on a continuous basis pursuant to Rule 415 of the Securities Act and
QuadraMed shall cause the Shelf Registration to be declared effective under the
Securities Act as soon as practicable after the expiration of a one hundred
eighty (180) day period after the closing of the Merger and to keep the Shelf
Registration effective under the Securities Act until the Termination Date.
(b) QuadraMed will supplement and/or amend the Shelf Registration
for subsequent distribution arrangements as some or all of the Holders may
arrange from time to time. QuadraMed shall further supplement and amend the
Shelf Registration as required by the rules, regulations or instructions
applicable to the registration form used by QuadraMed for such Shelf
Registration, or if required by the Securities Act.
-2-
3
(c) Upon thirty (30) days prior written notice to QuadraMed by
Stockholders holding a majority of the Registrable Securities issued to the
Stockholders in the Merger, the distribution arrangements referenced in
subsection (b) above may include one (1) offering underwritten by an underwriter
or underwriters selected by QuadraMed, subject to the reasonable approval of the
Stockholders (the "Secondary Offering"). The amount of Registrable Securities to
be included in the Secondary Offering and the timing of the Secondary Offering
will depend upon market conditions, as determined by the lead underwriter in its
reasonable discretion. QuadraMed will not include any shares of QuadraMed Common
Stock for its own account in the Secondary Offering.
QuadraMed may invite other holders of QuadraMed's Common Stock or
securities convertible or exchangeable therefor whose securities have been
registered or are proposed to be registered on Form S-3 by QuadraMed (the "Other
Participants") to participate in the Secondary Offering. Such holders may
execute counterpart signature pages to this Agreement and thereby become parties
hereto, and shall be subject to the duties and obligations set forth herein.
The right of any Stockholder or Other Participant to include its
Registrable Securities in the Secondary Offering shall be conditioned upon such
underwriting and inclusion of such Stockholder's or Other Participant's
Registrable Securities in the underwriting. All Stockholders and Other
Participants proposing to distribute their securities through such underwriting
in the Secondary Offering shall enter into an underwriting agreement in
customary form with the lead underwriter selected by QuadraMed. Notwithstanding
any of the provisions of this Section 2, if the lead underwriter in its
reasonable discretion advises QuadraMed that market factors require a limitation
on the number of Registrable Securities to be included, then QuadraMed shall
advise all Stockholders and Other Participants holding Registrable Securities
that would otherwise be underwritten pursuant hereto, and the number of shares
that may be included in the underwriting shall be allocated to the Stockholders
and the Other Participants on a pro rata basis based on the number of underlying
securities held by all such Stockholders and Other Participants; provided, that
the Registrable Securities included in the Offering and owned by the
Stockholders shall not constitute less than fifty percent (50%) of the shares
offered in the Secondary Offering.
QuadraMed may invite other holders of QuadraMed's Common Stock
other than the Holders to participate in the Secondary Offering, provided that
(i) the Stockholders and the Other Participants shall have priority for
participation in the Secondary Offering in the event of an underwriter's cutback
and (ii) any other such holder electing to participate agrees to reasonable and
customary lock-up provisions applicable to the period prior to and after the
Secondary Offering, enters into an underwriting agreement in customary form with
the underwriter and complies with the reasonable terms and conditions set forth
by the underwriter.
(d) If, in the judgment of QuadraMed, it is advisable to suspend
or delay the use of the prospectus included in the Shelf Registration for a
discrete period of time due to (i) pending material corporate developments or
similar material information that have not yet been publicly disclosed and as to
which QuadraMed in good faith believes public disclosure is
-3-
4
reasonably likely to be detrimental to QuadraMed, (ii) due to a pending or
proposed offering of QuadraMed's securities, or (iii) QuadraMed's good faith
determination that initiating the Secondary Offering would be detrimental to
QuadraMed and its stockholders, QuadraMed shall deliver a certificate in
writing, signed by the Chief Executive Officer or Chairman of QuadraMed, to the
Stockholders and Other Participants to the effect of the foregoing and, upon
such notice, QuadraMed may suspend use of the Shelf Registration until a
supplemented or amended prospectus is filed with the SEC, or until the
Stockholders and Other Participants are advised in writing by QuadraMed that the
prospectus may be used. QuadraMed will use its reasonable and diligent efforts
to insure that the use of the prospectus may be resumed, and that the use of the
Shelf Registration will commence, as soon as practicable, but in no event may
QuadraMed suspend use of the Shelf Registration for more than ninety (90) days
in each one (1) year period following the Effective Date.
3. QuadraMed Registration.
(a) If (but without any obligation to do so) QuadraMed proposes
to register (including for this purpose a registration effected by QuadraMed for
stockholders other than the Holders) any of its stock or other securities under
the Securities Act in connection with the public offering of such securities
(other than a registration relating solely to the sale of securities to
participants in a QuadraMed stock plan, a registration relating to a corporate
reorganization or other transaction under Rule 145 of the Securities Act, a
registration on any form that does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Registrable Securities, or a registration in which the
only Common Stock being registered is Common Stock issuable upon conversion of
debt securities that are also being registered), QuadraMed shall, at such time,
promptly give each Holder written notice of such registration. Upon the written
request of each Holder given within twenty (20) days after mailing of such
notice by QuadraMed in accordance with Section 15(g), QuadraMed shall, subject
to the provisions of Section 3(c), use all reasonable and diligent efforts to
cause to be registered under the Securities Act all of the Registrable
Securities that each such Holder has requested to be registered.
(b) Right to Termination Registration. QuadraMed shall have the
right to terminate or withdraw any registration initiated by it under this
Section 3 prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration. The expenses of
such withdrawn registration shall be borne by QuadraMed in accordance with
Section 6 hereof.
(c) Underwriting Requirements. In connection with any offering
involving an underwriting of shares of QuadraMed's capital stock, QuadraMed
shall not be required under this Section 3 to include any of the Holders'
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon between QuadraMed and the underwriters elected by it (or by other
persons entitled to select the underwriters) and enter into an underwriting
agreement in customary form with an underwriter or underwriters selected by
QuadraMed, and then only in such quantity as the underwriters determine in their
sole discretion will not jeopardize the success of the offering by QuadraMed. If
the total amount of securities, including Registrable
-4-
5
Securities, requested by stockholders to be included in such offering exceeds
the amount of securities sold other than by QuadraMed that the underwriters
determine in their sole discretion is compatible with the success of the
offering, then QuadraMed shall be required to include in the offering only that
number of such securities, including Registrable Securities, that the
underwriters determine in their sole discretion will not jeopardize the success
of the offering (the securities so included to be apportioned pro rata among the
selling Holders and all other persons entitled to participate in any such
registration according to the total amount of securities entitled to be included
therein owned by each selling Holder or other such person). For purposes of the
preceding parenthetical concerning apportionment, for any selling stockholder
that is a Holder of Registrable Securities and that is a partnership or
corporation, the partners, retired partners and stockholders of such Holder, or
the estate and family member of any such partners and retired partners and any
trusts for the benefit of any of the foregoing persons shall be deemed to be a
single "selling Holder," and any pro rata reduction with respect to such
"selling Holder" shall be based upon the aggregate amount of Registrable
Securities owned by all such related entities and individuals.
4. Obligations of QuadraMed. In connection with the registration of the
Registrable Securities pursuant to Sections 2 and 3, QuadraMed shall have the
following obligations:
(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use reasonable and diligent efforts
to cause such registration statement to become effective and, upon request the
Holders of a majority of the Registrable Securities registered thereunder, keep
such registration effective for a period of one hundred twenty (120) days or, if
earlier, until such distribution contemplated in the registration statement has
been completed (and with respect to the Shelf Registration, until the
Termination Date).
(b) QuadraMed shall prepare and file with the SEC such amendments
and supplements to any such registration statement and the prospectus used in
connection with any such registration statement as may be necessary to keep the
registration statement effective at all times and to comply with the provisions
of the Securities Act with respect to the disposition of all securities covered
by such registration statement.
(c) QuadraMed shall furnish to the Stockholders and their legal
counsel promptly after the same is prepared and publicly distributed, filed with
the SEC, or received by QuadraMed, one (1) copy of the registration statement
and any amendment thereto, each preliminary prospectus and prospectus and each
amendment or supplement thereto. QuadraMed shall furnish to the Holders such
numbers of copies of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other documents
as they may reasonably request in order to facilitate the disposition of
Registrable Securities owned by them. QuadraMed will immediately notify each
Holder by facsimile of the effectiveness of the registration statement or any
post-effective amendment. QuadraMed will promptly respond to any and all
comments received from the SEC, with a view towards causing any registration
statement or any amendment thereto to be declared effective by the SEC as soon
as practicable and shall promptly file an acceleration request as soon as
practicable following the
-5-
6
resolution or clearance of all SEC comments, or, if applicable, following
notification by the SEC that the registration statement or any amendment thereto
will not be subject to review.
(d) QuadraMed shall use its reasonable and diligent efforts to
(i) register and qualify the securities covered by such registration statement
under such other securities or blue sky laws of such jurisdictions as shall be
reasonably requested by the Holders, (ii) prepare and file in those
jurisdictions such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof and (iii) take such other actions as may be
necessary to maintain such registrations and qualifications in effect at all
times, provided that QuadraMed shall not be required in connection therewith or
as a condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.
(e) As promptly as practicable, QuadraMed shall notify each
Holder of Registrable Securities covered by such registration statement at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing and QuadraMed shall use its reasonable
and diligent efforts promptly to prepare a supplement or amendment to the
registration statement to correct such untrue statement or omission, and deliver
such number of copies of such supplement or amendment to each Holder as such
Holder may reasonably request.
(f) In the event of an underwritten offering, QuadraMed shall
enter into and perform its obligations under an underwriting agreement, in usual
and customary form, including, without limitation, customary indemnification and
contribution obligations, with the underwriters of such offering.
(g) QuadraMed shall also make its executive officers and records
available to the underwriters and their counsel for reasonable and customary due
diligence and QuadraMed shall make its executive officers available for a
customary "road show" if the underwriters so request.
(h) QuadraMed shall use its reasonable and diligent efforts to
prevent the issuance of any stop order or other suspension of effectiveness of a
registration statement, and, if such an order is issued, to obtain the
withdrawal of such order as soon as practicable and to notify each Holder who
holds Registrable Securities being sold (or, in the event of an underwritten
offering, the managing underwriters) of the issuance of such order and the
resolution thereof.
(i) QuadraMed shall permit counsel designated by the Stockholders
to review the registration statement and all amendments and supplements thereto
(as well as all requests for acceleration or effectiveness thereof) a reasonable
period of time prior to their filing with the SEC, and not file any document in
a form to which such counsel reasonably objects and will not
-6-
7
request acceleration of the registration statement without prior notice to such
counsel. The sections of the registration statement covering information with
respect to the Holders, the Holders' beneficial ownership of securities of
QuadraMed or the Holders intended method of disposition of Registrable
Securities shall conform to the information provided to QuadraMed by each of the
Holders.
(j) At the request of any Holder, QuadraMed shall (i) furnish, on
the date that Registrable Securities are delivered to an underwriter, if any,
for sale in connection with the registration statement or, if such securities
are not being sold by an underwriter, on the date of effectiveness thereof an
opinion, dated as of such date, from counsel representing QuadraMed for purposes
of such registration statement, in form, scope and substance as is customarily
given in an underwritten public offering, addressed to the underwriters, if any,
and the Holders and (ii) use its reasonable and diligent efforts to furnish, on
the date that Registrable Securities are delivered to an underwriter, if any,
for sale in connection with the registration statement or, if such securities
are not being sold by an underwriter, on the date of the effectiveness thereof,
a letter, dated such date, from QuadraMed's independent certified public
accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering,
addressed to the underwriters, if any, and the Holders.
(k) QuadraMed shall make available for inspection by (i) any
underwriter participating in any disposition pursuant to the registration
statement, (ii) one firm of attorneys and one firm of accountants or other
agents retained by the Stockholders and (iii) one firm of attorneys retained by
all such underwriters (collectively, the "Inspectors") all pertinent financial
and other records, and pertinent corporate documents and properties of QuadraMed
(collectively, the "Records"), as shall be reasonably deemed necessary by each
Inspector to enable each Inspector to exercise its due diligence responsibility,
and cause QuadraMed's officers, directors and employees to supply all
information which any Inspector may reasonably request for purposes of such due
diligence; provided, however, that each Inspector shall hold in confidence and
shall not make any disclosure (except to a Holder) of any Record or other
information which QuadraMed determines in good faith to be confidential, and of
which determination the Inspectors are so notified, unless (a) the disclosure of
such Records is necessary to avoid or correct a misstatement or omission in any
registration statement, (b) the release of such Records is ordered pursuant to a
subpoena or other order from a court or government body of competent
jurisdiction or (c) the information in such Records has been made generally
available to the public other than by disclosure in violation of this or any
other agreement. QuadraMed shall not be required to disclose any confidential
information in such Records to any Inspector until and unless such Inspector
shall have entered into confidentiality agreements (in form and substance
satisfactory to QuadraMed) with QuadraMed with respect thereto. Each Holder
agrees that it shall, upon learning that disclosure of such Records is sought in
or by a court or governmental body of competent jurisdiction or through other
means, give prompt notice to QuadraMed and allow QuadraMed, at its expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, the records deemed confidential. Nothing herein (or in any other
confidentiality agreement between QuadraMed and any Holder) shall be deemed to
limit the Holder's ability to sell Registrable Securities in a manner which is
otherwise consistent with applicable laws and regulations.
-7-
8
(l) QuadraMed shall hold in confidence and not make any
disclosure of information concerning any Holder provided to QuadraMed unless (i)
disclosure of such information is necessary to comply with federal or state
securities laws, (ii) the disclosure of such information is necessary to avoid
or correct a misstatement or omission in any registration statement, (iii) the
release of such information is ordered pursuant to a subpoena or other order
from a court of governmental body of competent jurisdiction or (iv) such
information has been made generally available to the public other than by
disclosure in violation of this or any other agreement. QuadraMed agrees that it
shall, upon learning that disclosure of such information concerning a Holder is
sought in or by a court of governmental body of competent jurisdiction or
through other means, give prompt notice to such Holder prior to making such
disclosure, and allow the Holder, at its expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order for, such
information.
(m) QuadraMed shall (i) cause all the Registrable Securities
covered by the registration statement to be listed on each national securities
exchange on which securities of the same class or series issued by QuadraMed are
then listed, if any, if the listing of such Registrable Securities is then
permitted under the rules of such exchange, or (ii) secure the designation and
quotation, of all the Registrable Securities covered by the registration
statement on the Nasdaq National Market and, without limiting the generality of
the foregoing, to arrange for at least two (2) market makers to register with
the National Association of Securities Dealers, Inc. as such with respect to
such Registrable Securities.
(n) QuadraMed shall provide a transfer agent and registrar, which
may be a single entity, for the Registrable Securities not later than the
effective date of the registration statement.
(o) QuadraMed shall cooperate with the Holders who hold
Registrable Securities being offered and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends) representing Registrable
Securities to be offered pursuant to the registration statement and enable such
certificates to be in such denominations or amounts, as the case may be, as the
managing underwriter or underwriters, if any, or the Holders may reasonably
request and registered in such names as the managing underwriter or
underwriters, if any, or the Holders may request, and, within three (3) business
days after a registration statement which includes Registrable Securities is
ordered effective by the SEC, QuadraMed shall deliver, and shall cause legal
counsel selected by QuadraMed to deliver, to the transfer agent for the
Registrable Securities (with copies to the Holders whose Registrable Securities
are included in such registration statement) a letter of instruction and an
opinion of such counsel in the usual and customary form and satisfactory to such
transfer agent.
5. Furnish Information. It shall be a condition precedent to the
obligations of QuadraMed to complete the registration pursuant to this Agreement
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to QuadraMed such information regarding itself, the
Registrable Securities held by it, and the intended method of
-8-
9
disposition of such securities as shall be reasonably required to effect the
registration of such Holder's Registrable Securities.
6. Expenses of Registration. All expenses incident to QuadraMed's
performance or compliance with the Agreement, including, without limitation, all
registration, filing, listing and qualification fees, printer's fees and fees
and disbursements of counsel, independent certified public accountants and all
other persons retained by QuadraMed and reasonable fees for one (1) separate
counsel, if any, retained by the Stockholders in connection with such
registration up to a maximum of $5,000 (collectively, the "Registration
Expenses"), will be borne by QuadraMed. Notwithstanding the foregoing, the
Holders of the Registrable Securities shall be obligated to pay, pro rata among
the Holder of the Registrable Securities on the basis of the number of
securities owned by each such Holder the underwriting discounts and commissions
relating to the Registrable Securities included in any registration hereunder.
7. Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Agreement.
8. Indemnification. In the event any Registrable Securities are included
in a registration statement under this Agreement:
(a) To the extent permitted by law, QuadraMed will indemnify,
hold harmless and defend (i) each Holder, (ii) the directors, officers,
partners, employees, agents and each other person who controls any Holder or
Stockholder within the meaning of the Securities Act or the 1934 Act, (iii) any
underwriter (as defined in the Securities Act) for the Holders and (iv) the
directors, officers, partners, employees and each person who controls any such
underwriter within the meaning of the Securities Act or the 1934 Act, if any
(each, an "Indemnified Person"), against any losses, claims, damages,
liabilities or expenses (joint or several) (collectively, together with actions,
proceedings or inquiries by any regulatory or self-regulatory organization,
whether commenced or threatened, in respect thereof, "Claims") to which any of
them may become subject, insofar as such Claims arise out of or are based upon
any of the following statements, omissions or violations (collectively a
"Violation"): (i) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading or (iii) any violation or alleged violation by QuadraMed
of the Securities Act, the 1934 Act, any state securities law or other law or
any rule or regulation promulgated under the Securities Act or the 1934 Act or
any state securities law or other law; and QuadraMed will pay to each such
Indemnified Person, as incurred, any legal or other expenses reasonably incurred
such Indemnified Person in connection with investigating or defending any such
Claim; provided, however, that the indemnity agreement contained in this Section
8(a) shall not apply to amounts paid in settlement of any such Claim if such
settlement is effected without the consent of QuadraMed (which consent shall not
be unreasonably withheld), nor shall QuadraMed be liable in any such case for
any such Claim to the extent that it arises out of or is based upon a Violation
which occurs in reliance
-9-
10
upon and in conformity with written information furnished expressly for use in
connection with such registration by any such Holder.
(b) In connection with any registration statement in which a
Holder is participating, to the extent permitted by law, each such selling
Holder severally and not jointly will indemnify and hold harmless QuadraMed,
each of its directors, each of its officers who has signed the registration
statement, any underwriter, any other Holder selling securities in such
registration statement and any controlling person of any such underwriter or
other Holder and each person, if any, who controls QuadraMed within the meaning
of the Securities Act, against any Claims to which any of the foregoing persons
may become subject, under the Securities Act or the 1934 Act or other federal or
state law, insofar as such Claims arise out of or are based upon any Violation
by such Holder, in each case to the extent (and only to the extent) that such
Violation occurs by reason of reliance upon and in conformity with written
information furnished to QuadraMed by such Holder expressly for use in
connection with such registration; and each such Holder will pay, as incurred,
any legal or other expenses reasonably incurred by any person intended to be
indemnified pursuant to this Section 8(b), in connection with investigating or
defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 8(b) shall not apply to amounts paid in settlement of
any such Claim if such settlement is effected without the consent of the Holder
(which consent shall not be unreasonably withheld); provided, further, that the
Holder shall be liable under this Agreement (including this Section 8(b) and
Section 9 below) only for that amount as does not exceed the net proceeds to
such Holder as a result of the sale of Registrable Securities pursuant to such
registration statement.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a Claim in respect thereof
is to be made against any indemnifying party under this Section 8, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel (to
be selected by Holders holding a majority of the Registrable Securities included
in the Registration Statement), with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action, if prejudicial to its ability to defend such action, shall
relieve such indemnifying party to the extent of such prejudice of any liability
to the indemnified party under this Section 8, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 8.
(d) No indemnifying party, in the defense of any Claim arising
out of a Violation shall, except with the consent of each indemnified party,
consent to entry of any
-10-
11
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such Claim and, in the event the
terms of such judgment or settlement include any term other than the payment by
the indemnifying party of money damages, the indemnifying party shall not so
consent or enter into such a settlement without the consent of each indemnified
party (which will not be unreasonably withheld) whether or not the terms thereof
include such a release.
(e) The obligations of QuadraMed and Holders under this Section 8
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Agreement, and otherwise.
9. Contribution. To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable under Section 8 above to the fullest extent permitted by law; provided,
however, that (i) no contribution shall be made under circumstances where the
maker would not have been liable for indemnification under the fault standards
set forth in Section 8 above, (ii) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of Registrable
Securities who was not guilty of such fraudulent misrepresentation and (iii)
contribution (together with any indemnification or other obligations under this
Agreement) by any seller of Registrable Securities shall be limited in amount to
the net amount of proceeds received by such seller from the sale of such
Registrable Securities.
10. Reports Under 1934 Act. With a view to making available to the
Holders the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of QuadraMed to the public without registration or pursuant to a
registration on Form S-3, QuadraMed agrees to:
(a) make and keep public information available, as those terms
are understood and defined in SEC Rule 144;
(b) file with the SEC in a timely manner all reports and other
documents required of QuadraMed under the Securities Act and the 1934 Act; and
(c) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by
QuadraMed that it has complied with the reporting requirements of SEC Rule 144,
the Securities Act and the 1934 Act or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3, (ii) a copy of the most recent
annual or quarterly report of QuadraMed and such other reports and documents so
filed by QuadraMed and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the SEC which
permits the selling of any such securities without registration or pursuant to
such form.
-11-
12
11. Assignment of Registration Rights. A Stockholder may assign its
rights under this Agreement (but only with all related obligations) to (i) an
Affiliate (as defined in the Merger Agreement), partner, member or shareholder
of such Stockholder, or (ii) a transferee or assignee of such securities,
provided that, such transferee holds a minimum of fifty thousand (50,000) shares
of Registrable Securities and within a reasonable time after such transfer.
QuadraMed shall be furnished with written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned; provided, further, that such assignment
shall be effective only if immediately following such transfer the further
disposition of such securities by the transferee or assignee is restricted under
the Securities Act. No Other Participant may assign its rights hereunder.
12. Amendment of Registration Rights. Any provision of the Agreement may
be amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of QuadraMed and the Stockholders holding a majority of the
Registrable Securities issued to the Stockholders in the Merger then
outstanding. Any amendment or waiver effected in accordance with this paragraph
shall be binding upon each Holder and Other Participant, each future holder of
all such Registrable Securities and QuadraMed.
13. Termination of Registration Rights. No Stockholder or Other
Participant shall be entitled to exercise any right provided in this Agreement
after the Termination Date.
14. Market Stand-Off. Each Holder hereby agrees that, at the written
request of QuadraMed or any lead underwriter, in any underwritten public
offering of securities of QuadraMed, the Holder shall not, without the prior
written consent of QuadraMed or such lead underwriter, sell, make any short sale
up, loan, grant any option for the purchase of, pledge, encumber, or otherwise
dispose of, or exercise any registration rights with respect to, any Registrable
Securities during the ninety (90) day period (or such other period as reasonably
requested by the lead underwriter) commencing on the effective date of the
registration statement relating to such underwritten offering of the QuadraMed
securities.
15. Miscellaneous.
(a) Successors and Assigns. All covenants and agreements in the
Agreement by or on behalf of any of the parties hereto will bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of the Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities.
(b) Counterparts; Facsimile. This Agreement may be executed in
any number of counterparts and any party hereto may execute any such
counterpart, each of which when executed and delivered shall be deemed to be an
original and all of which counterparts taken together shall constitute but one
and the same instrument. This Agreement shall become
-12-
13
effective, and binding upon QuadraMed on the date hereof and upon each
Stockholder when such Stockholder signs and returns the counterpart signature
page attached hereto.
(c) Descriptive Headings; Interpretation. The descriptive
headings of this Agreement are inserted for convenience only and do not
constitute a section of this Agreement.
(d) Severability. Whenever possible each provision and term of
this Agreement will be interpreted in a manner to be effective and valid but if
any provision or term of this Agreement is held to be prohibited by law or
invalid, then such provision or term will be ineffective only to the extent of
such prohibition or invalidity, without invalidating or affecting in any manner
whatsoever the remainder of such provision or term or the remaining provisions
or terms of this Agreement. If any of the covenants set forth in this Agreement
are held to be unreasonable, arbitrary or against public policy, such covenants
will be considered divisible with respect to scope, time and geographic area,
and in such lesser scope, time and geographic area, will be effective, binding
and enforceable against the parties hereto.
(e) Governing Law. The Agreement shall be governed by the laws of
the State of Delaware, without regard to the conflicts of law principles.
(f) Entire Agreement. This Agreement and the Merger Agreement
constitute the entire agreement between the parties with respect to the subject
matter of this Agreement and supersede all prior written and oral agreements and
understandings between QuadraMed, on the one hand, and the Stockholders, on the
other hand, with respect to the subject matter of this Agreement. This Agreement
may not be amended except by a written agreement executed by the party to be
charged with the amendment.
(g) Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon receipt by the party to be notified at such party's
address set forth at the end of this Agreement or at such other address as such
party shall have furnished QuadraMed in writing, or, until any such party so
furnishes an address to QuadraMed, then to and at the address of the last holder
of the Shares covered by this Agreement who has so furnished an address to
QuadraMed.
(h) Delays or Omissions; Remedies Cumulative. It is agreed that
no delay or omission to exercise any right, power or remedy accruing to the
parties, upon any breach or default of QuadraMed under this Agreement, shall
impair any such right, power or remedy, nor shall it be construed to be a waiver
of any such breach of default, or any acquiescence therein, or of any similar
breach or default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. It is further agreed that any waiver, permit, consent
or approval of any kind or character by a party of any breach or default under
this Agreement, or any waiver by a party of any provisions or conditions of this
Agreement must be in writing and shall be effective only to the extent
specifically set forth in writing and that all remedies, either under this
Agreement, or by law or otherwise afforded to a party, shall be cumulative and
not alternative.
-13-
14
(i) Further Assurances. Each party shall do and perform, or cause
to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents,
as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
(j) Actions by Holders. Whenever any action, consent or other
determination is required on the part of the Stockholders to be made pursuant to
this Agreement, such determination shall be made by the Stockholders holding the
majority of Registrable Securities then outstanding issued to the Stockholders
in the Merger.
(k) Third Party Beneficiaries. All parties acknowledge and agree
that the Other Stockholders (as defined in the Merger Agreement) and Other
Participants shall be third party beneficiaries to this Agreement and, subject
to the fulfillment of the duties and obligations set forth herein, shall have
the registration rights set forth herein without the need to execute a
counterpart signature page hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-14-
15
IN WITNESS WHEREOF, the parties have duly executed this Registration
Rights Agreement as of the date first written above.
QUADRAMED CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
--------------------------------------
Title: Executive Vice President, Chief
Financial Officer and General Counsel
--------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
16
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX X. AND XXXXXXXX X. XXXXXXXXXX
By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Address:
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
Address:
17
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX XXXXXXX XXXXXX TRUST, dated 8/28/68
By: /s/ X.X. Xxxxxx
--------------------------------------
By: /s/ X.X. Xxxxxxxxxxxx
--------------------------------------
Name: X.X. Xxxxxx, Trustee
X.X. Xxxxxxxxxxxx, Trustee
Address: 0000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
18
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
CEO VENTURE FUND II
By: Colker and Xxxxxx Management Associates
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing General Partner
Address: 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
19
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
CEO VENTURE FUND III
By: Colker and Xxxxxx Management Associates
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing General Partner
Address: 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
20
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXX XXXXXX
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
Address: 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
21
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX XXXXXXX XXXXXX
By: /s/ Xxxxxx Xxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx Xxxxxx
Address: 0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
22
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXX ASSOCIATES
By: Wesson Enterprises, Inc., General Partner
By: /s/ Xxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
Address: c/o Xxxxx Associates
Rockefeller Center
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
23
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXX PARTNERS II, L.P.
By: GWW Partners, L.P., General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: General Partner
Address: c/o Xxxxx Associates
Rockefeller Center
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
24
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXX PARTNERS INTERNATIONAL II, L.P.
By: GWW Partners, L.P., General Partner
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: General Partner
Address: c/o Xxxxx Associates
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
25
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXX X. XXXXXXX
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxx
Address: c/o Edison Venture Fund
0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
XxXxxx, XX 00000
26
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
HCC INVESTMENTS, INC.
By: /s/ Xxxxxx X. XxXxxxxxx
-----------------------------------------
Name: Xxxxxx X. XxXxxxxxx
Title: Vice President
Address: 000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
27
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXX X. XXXXXXX TRUST, dated 11/18/85
By: /s/ X.X. Xxxxxxxxxxxx
-----------------------------------------
Name: X.X. Xxxxxxxxxxxx, Trustee
Address: 0000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
28
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXX X. XXXXXXX XX. TRUST, dated 8/28/68
By: /s/ X.X. Xxxxxx
-----------------------------------------
By: /s/ X.X. Xxxxxxxxxxxx
-----------------------------------------
Name: X.X. Xxxxxx, Trustee
X.X. Xxxxxxxxxxxx, Trustee
Address: 0000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
29
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXX X. XXXXXXX, XX.
By: /s/ Xxxxx X. Xxxxxxx, Xx.
-----------------------------------------
Name: Xxxxx X. Xxxxxxx, Xx.
Address: 0000 Xxxxx Xxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
30
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
IA-II AFFILIATES FUND, L.L.C.
By: /s/ Xxxxxx X. XxXxxxxxx
-----------------------------------------
Its:
----------------------------------------
31
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
INFORMATION ASSOCIATES, L.P.
By: Trident Capital Management, L.L.C.,
its general partner
By: /s/ Xxxxxx X. XxXxxxxxx
-----------------------------------------
Its:
----------------------------------------
32
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
INFORMATION ASSOCIATES, C.V.
By: Trident Capital Management, L.L.C.,
its investment general partner
By: /s/ Xxxxxx X. XxXxxxxxx
-----------------------------------------
Its:
----------------------------------------
33
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
INFORMATION ASSOCIATES-II, L.P.
By: Trident Capital Management-II, L.L.C.,
its general partner
By: /s/ Xxxxxx X. XxXxxxxxx
-----------------------------------------
Its:
----------------------------------------
34
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
JULIET XXX XXXXXXX XXXXXXX TRUST,
dated 8/28/68
By: /s/ X.X. Xxxxxx
-----------------------------------------
By: /s/ X.X. Xxxxxxxxxxxx
-----------------------------------------
Name: X.X. Xxxxxx, Trustee
X.X. Xxxxxxxxxxxx, Trustee
Address: 0000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
35
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX XXXXXXX CAPITAL INVESTORS, L.P.
By: MSCP III, L.P., its general partner
By: Xxxxxx Xxxxxxx Capital Partners,
III, Inc., as its general partner
and in its capacity as a stockholder
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title:
Address: Xxxxxx Xxxxxxx Capital Partners
III, L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
36
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX XXXXXXX CAPITAL PARTNERS III, L.P.
By: MSCP III, L.P., its general partner
By: Xxxxxx Xxxxxxx Capital Partners, III,
Inc., its general partner
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
Address: Xxxxxx Xxxxxxx Capital Partners
III, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
37
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX XXXXXXX VENTURE CAPITAL
FUND II, C.V.
By: Xxxxxx Xxxxxxx Venture Partners II,
L.P., its general partner
By: Xxxxxx Xxxxxxx Venture Capital II,
Inc., its managing general partner
By: /s/ Xxx xx Xxxxxx
-----------------------------------------
Name: Xxx xx Xxxxxx
Title: President
Address: Xxxxxx Xxxxxxx Venture Capital
II, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx XX 00000
38
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX XXXXXXX VENTURE CAPITAL FUND
II, L.P.
By: Xxxxxx Xxxxxxx Venture Partners II, L.P.,
its general partner
By: Xxxxxx Xxxxxxx Venture Capital II, Inc.,
its managing general partner
By: /s/ Xxx xx Xxxxxx
------------------------------------------
Name: Xxx xx Xxxxxx
Title: President
Address: Xxxxxx Xxxxxxx Venture Capital II,
Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx XX 00000
39
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX XXXXXXX VENTURE INVESTORS, L.P.
By: Xxxxxx Xxxxxxx Venture Partners II, L.P.,
its general partner
By: Xxxxxx Xxxxxxx Venture Capital II, L.P.,
its managing general partner
By: /s/ Xxx xx Xxxxxx
------------------------------------------
Name: Xxx xx Xxxxxx
Title: President
Address: Xxxxxx Xxxxxxx Venture Capital II,
Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx XX 00000
40
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
MSCP III 892 INVESTORS, L.P.
By: MSCP III, L.P., its general partner
By: Xxxxxx Xxxxxxx Capital Partners, III,
Inc., its general partner
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title:
Address: Xxxxxx Xxxxxxx Capital Partners
III, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
41
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXXX X. XXXXXX
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Address: c/o Buchanan Xxxxxxxxx
One Oxford Centre
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, XX 00000-0000
42
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
JULIET XXX XXXXXXX XXXXXXX
By: /s/ J.L.H. Xxxxxxx
-----------------------------------------
Name:
Address:
43
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX XXXXXXXX
By: /s/ X.X. Xxxxxxxx, Xx.
-----------------------------------------
Name: X.X. Xxxxxxxx, Xx.
Address: 000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
44
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
TRIDENT CAPITAL PARTNERS FUND-I, C.V.
By: Trident Capital, L.P., its investment
general partner
By: Trident Capital, Inc., its general
partner
By: /s/ Xxxxxx X. XxXxxxxxx
-----------------------------------------
Its:
----------------------------------------
45
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
TRIDENT CAPITAL PARTNERS FUND-I, L.P.
By: Trident Capital, L.P., its general
partner
By: Trident Capital, Inc., its general
partner
By: /s/ Xxxxxx X. XxXxxxxxx
-----------------------------------------
Its:
----------------------------------------
46
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXXX TABOTT XXXXXXX TRUST, dated 8/28/68
By: /s/ X.X. Xxxxxx
-----------------------------------------
By: /s/ X.X Xxxxxxxxxxxx
-----------------------------------------
Name: X.X. Xxxxxx, Trustee
X.X. Xxxxxxxxxxxx, Trustee
Address: 0000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
47
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
VENHILL LIMITED PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: General Partner
Address:
48
SCHEDULE "A"
STOCKHOLDERS
Xxxxxxxxxx, Xxxxxx X. and Xxxxxxxx X.
Xxxxxx Xxxxxxx Xxxxxx Trust, dated 8/28/68
CEO Venture Fund II
CEO Venture Fund III
Colker, Xxxxx
Xxxxxx, Xxxxxx Xxxxxxx
Xxxxx Associates
Xxxxx Partners II, L.P.
Galen Partners International II, X.X.
Xxxxxxx, Xxxx X.
HCC Investments, Inc.
Xxxxx X. Xxxxxxx Trust, dated 11/18/85
Xxxxx X. Xxxxxxx, Xx. Trust, dated 8/28/68
Xxxxxxx, Xxxxx X. Xx.
IA-II Affiliates Fund, L.L.C.
Information Associates, L.P.
Information Associates-II, C.V.
Information Associates-II, L.P.
Juliet Xxx Xxxxxxx Xxxxxxx Trust, dated 8/28/68
Xxxxxx Xxxxxxx Capital Investors, X.X.
Xxxxxx Xxxxxxx Capital Partners III, Inc.
Xxxxxx Xxxxxxx Capital Partners III, X.X.
Xxxxxx Xxxxxxx Venture Capital Fund II, X.X.
Xxxxxx Xxxxxxx Venture Capital Fund II, X.X.
Xxxxxx Xxxxxxx Venture Investors, L.P.
MSCP III 892 Investors, X.X.
Xxxxxx, Xxxxxxx X.
Xxxxxxx, Juliet Xxx Xxxxxxx
Xxxxxxxx, Xxxxxx
Trident Capital Partners Fund I, C.V.
Trident Capital Partners Fund I, L.P.
Venhill Limited Partnership
Xxxxxxx Tabott Xxxxxxx Trust, dated 8/28/68
