Annex A ------- AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 3rd, 1998 • Med E America Corp • New York
EXHIBIT 10.15 CREDIT AGREEMENT Dated as of January 26, 1999Security Agreement • January 28th, 1999 • Med E America Corp • Services-computer processing & data preparation • New York
EXHIBIT 10.3Indemnification Agreement • July 17th, 1998 • Med E America Corp • Services-computer processing & data preparation • Delaware
EXHIBIT 10.13 ================================================================= =============== STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 23rd, 1998 • Med E America Corp • Services-computer processing & data preparation • New York
EXHIBIT 1.1 MedE America Corporation 4,166,667 Shares Common Stock ($.01 par value) Underwriting AgreementMed E America Corp • January 11th, 1999 • Services-computer processing & data preparation • New York
LEASE AGREEMENT THIS LEASE AGREEMENT (hereinafter called the "Lease") is made and entered into this 10th day of July, 1995, by and between Rand Realty CO (hereinafter called "Landlord"); and Electronic Claims & Funding, Inc. (hereinafter called...Lease Agreement • July 17th, 1998 • Med E America Corp • Services-computer processing & data preparation
EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 1998 • Med E America Corp • Services-computer processing & data preparation • New York
January 8, 1999 CONFIDENTIAL MEDE AMERICA CORPORATION ------------------------ $25,000,000 SENIOR SECURED CREDIT FACILITIES -------------------------------------------- COMMITMENT LETTER ----------------- MedE America Corporation 90 Merrick Avenue,...Med E America Corp • January 11th, 1999 • Services-computer processing & data preparation
MedE America Corporation 3,600,000 Shares Common Stock ($.01 par value) Underwriting AgreementMed E America Corp • July 17th, 1998 • Services-computer processing & data preparation • New York
RECITALSStockholders Agreement • July 22nd, 1998 • Med E America Corp • Services-computer processing & data preparation • New York
AGREEMENTAgreement • December 23rd, 1998 • Med E America Corp • Services-computer processing & data preparation • New York
EXHIBIT 10.12 SIXTH AMENDMENT TO CREDIT AGREEMENT This Amendment, dated as of December 15, 1998 (this "Amendment") is entered into by and between MEDE AMERICA CORPORATION, a Delaware corporation (the "Company") and BANK OF AMERICA NATIONAL TRUST AND...Credit Agreement • December 23rd, 1998 • Med E America Corp • Services-computer processing & data preparation • New York
BETWEENCredit Agreement • June 3rd, 1998 • Med E America Corp • New York
RECITALSInvestment Agreement • July 22nd, 1998 • Med E America Corp • Services-computer processing & data preparation • New York
AGREEMENTAgreement • June 3rd, 1998 • Med E America Corp • New York
RECITALSCredit Agreement • December 23rd, 1998 • Med E America Corp • Services-computer processing & data preparation • New York
Exhibit 10.3 LETTER AMENDMENT AND WAIVER NO. 2 UNDER THE LOAN DOCUMENTS Dated as of February 25, 1999 To the banks and other financial institutions (collectively, the "Lenders") parties to the Credit Agreement referred to below and to NationsBank,...Med E America Corp • March 9th, 1999 • Services-computer processing & data preparation • New York
4,615,400 Shares Common Stock ($.01 par value)Med E America Corp • March 9th, 1999 • Services-computer processing & data preparation • New York
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 3rd, 1998 • Med E America Corp • New York
SPACEAgreement of Lease • July 22nd, 1998 • Med E America Corp • Services-computer processing & data preparation
EXHIBIT 4.8 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 1998 • Med E America Corp • Services-computer processing & data preparation • New York
RECITALS - - - - - -Agreement and Plan of Reorganization • April 22nd, 1999 • Mede America Corp / • Services-computer processing & data preparation • Delaware
Dated as of January 8, 1999 Bank of America Illinois Nine West 57th Street, 43rd Floor New York, New York 10019 Ladies and Gentlemen: We refer to the Credit Agreement dated as of December 18, 1995, and amendments thereto dated as of January 10, 1997,...Letter Waiver • January 11th, 1999 • Med E America Corp • Services-computer processing & data preparation
We refer to the Credit Agreement dated as of December 18, 1995, and amendments thereto dated as of January 10, 1997, April 4, 1997, October 30, 1997, December 29, 1997, October 7, 1998 and December 15, 1998 (such Credit Agreement, as so amended, the "CREDIT AGREEMENT") among the undersigned and you. Capitalized terms not otherwise defined in this Letter Waiver shall have the same meanings as specified therefor in the Credit Agreement.
EXHIBIT 10.7 NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT THIS AGREEMENT is made this ____ day of __________, 1998, by and between MEDE AMERICA CORPORATION (the "Company") and _________________ ("Employee"). In consideration of the...Solicitation and Confidentiality Agreement • July 17th, 1998 • Med E America Corp • Services-computer processing & data preparation • New York
EXHIBIT 10.9 TRANSACTION PROCESSING AND DEVELOPMENT AGREEMENT AGREEMENT (the "Agreement"), dated as of July 21, 1998, by and between MedE America Corporation, a Delaware corporation ("MedE"), and Medic Computer Systems, Inc., a North Carolina...Recognition and Nondisturbance Agreement • October 6th, 1998 • Med E America Corp • Services-computer processing & data preparation • New York
NOTE AND SHARE PURCHASE AGREEMENTNote and Share Purchase Agreement • June 3rd, 1998 • Med E America Corp • New York
Exhibit 10.2 LETTER AMENDMENT AND WAIVER NO.1 Dated as of February 5, 1999 To the banks and other financial institutions (collectively, the "Lenders") parties to the Credit Agreement referred to below and to NationsBank, N.A., as administrative and...Med E America Corp • March 9th, 1999 • Services-computer processing & data preparation • New York
