RECITALSOption Agreement • October 2nd, 1998 • Hbo & Co • Services-computer integrated systems design • New Jersey
EXHIBIT A AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 21st, 1998 • Hbo & Co • Services-computer integrated systems design • Delaware
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement dated September 19, 1996 (the "Agreement") by and among HBO & Company, a Delaware corporation ("Parent"), and the Shareholders as defined in Section 2.11 hereof is an exhibit to and...Registration Rights Agreement • October 30th, 1996 • Hbo & Co • Services-computer integrated systems design • Delaware
Exhibit 4.2 ACCESS HEALTH, INC. STOCK OPTION AGREEMENT I. NOTICE OF STOCK OPTION GRANT Julie A. Brooks You have been granted an option to purchase Common Stock of Access Health, Inc., a Delaware corporation (the "Company"), subject to the terms and...Hbo & Co • December 10th, 1998 • Services-computer integrated systems design
Exhibit 4(b) [IMNET LETTERHEAD] [Grantee] Dear _________: This letter sets forth the agreement between you ("Employee") and IMNET Systems, Inc., a Delaware corporation (the "Company"), regarding your option to acquire shares of the Company's Common...Hbo & Co • October 29th, 1998 • Services-computer integrated systems design
EXHIBIT 8 OSBORN MALEDON, P.A. 2929 NORTH CENTRAL AVENUE SUITE 2100 PHOENIX, ARIZONA 85012-2794 NOVEMBER 24, 1997 National Health Enchancement Systems, Inc. 3200 North Central Avenue Suite 1700 Phoenix, Arizona 85012 Ladies and Gentlemen: This opinion...Hbo & Co • November 24th, 1997 • Services-computer integrated systems design
May 26, 1998Hbo & Co • June 11th, 1998 • Services-computer integrated systems design • Georgia
EXHIBIT B STOCK OPTION AGREEMENT (MCKESSON CORPORATION SHARES) THIS STOCK OPTION AGREEMENT (this "AGREEMENT"), dated October 17, 1998, between McKesson Corporation, a Delaware corporation ("Issuer"), and HBO & Company, a Delaware corporation...Stock Option Agreement • October 21st, 1998 • Hbo & Co • Services-computer integrated systems design • Delaware
EXHIBIT C STOCK OPTION AGREEMENT (HBO & COMPANY SHARES) THIS STOCK OPTION AGREEMENT (this "AGREEMENT"), dated October 17, 1998, between McKESSON CORPORATION, a Delaware corporation ("Grantee"), and HBO & COMPANY, a Delaware corporation ("Issuer"), W I...Stock Option Agreement • October 21st, 1998 • Hbo & Co • Services-computer integrated systems design • Delaware
EXHIBIT 8 [HILL & BARLOW LETTERHEAD] NOVEMBER 21, 1997 HPR Inc. 245 First Street Cambridge, Massachusetts 02142 Ladies and Gentlemen: This opinion is being delivered in connection with the Agreement of Merger ("Merger Agreement"), dated as of...Hbo & Co • November 21st, 1997 • Services-computer integrated systems design
EXHIBIT 10 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of June 30, 1997Revolving Credit Agreement • August 6th, 1997 • Hbo & Co • Services-computer integrated systems design
EXHIBIT 8 OSBORN MALEDON, P.A. 2929 NORTH CENTRAL AVENUE SUITE 2100 PHOENIX, ARIZONA 85012-2794 , 1997 National Health Enchancement Systems, Inc. 3200 North Central Avenue Suite 1700 Phoenix, Arizona 85012 Ladies and Gentlemen: This opinion is being...Hbo & Co • November 5th, 1997 • Services-computer integrated systems design
SACHNOFF & WEAVER LTD. 30 SOUTH WACKER DRIVE SUITE 2900 CHICAGO, ILLINOIS 60606-7484 EXHIBIT 8 May 28, 1997 Enterprise Systems, Inc. 1400 South Wolf Road Wheeling, IL 60090-6524 Attn: Glen E. Tullman Re: Agreement of Merger dated March 13, 1997...Hbo & Co • May 29th, 1997 • Services-computer integrated systems design
Exhibit 4(b) NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is entered into on April 15, 1994 (the "Option Date") by and between GMIS Inc., a Delaware corporation with its principal office at 5 Country View Road, Malvern, Pennsylvania 19355 (the...Non-Qualified Stock Option Agreement • December 10th, 1996 • Hbo & Co • Services-computer integrated systems design
EXHIBIT 8 , 1997 Enterprise Systems, Inc. 1400 South Wolf Road Wheeling, IL 60090-6524 Attn: Glen E. Tullman Re: Agreement of Merger dated March 13, 1997 Between HBO & Company, HBO & Company of Georgia and Enterprise Systems, Inc. Ladies and...Hbo & Co • May 14th, 1997 • Services-computer integrated systems design
Exhibit 4(a) NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is entered into on April 15, 1994 (the "Option Date") by and between GMIS Inc., a Delaware corporation with its principal office at 5 Country View Road, Malvern, Pennsylvania 19355 (the...Non-Qualified Stock Option Agreement • December 10th, 1996 • Hbo & Co • Services-computer integrated systems design
EXHIBIT 99 HBO & COMPANY 301 PERIMETER CENTER NORTH ATLANTA, GEORGIA 30346 AS OF SEPTEMBER 23, 1996 Mr. Thomas R. Owens c/o GMIS Inc. 5 Country View Road Malvern, Pennsylvania 19355 Dear Mr. Owens: In connection with the Agreement of Merger (the...Hbo & Co • October 18th, 1996 • Services-computer integrated systems design
AMENDMENT NO. 1 to the Option Agreement Dated October 12, 1994Hbo & Co • October 2nd, 1998 • Services-computer integrated systems design
EXHIBIT 2 AGREEMENT OF MERGER THIS AGREEMENT OF MERGER, made this 27th day of September, 1997, by and among HBO & Company, a Delaware corporation ("Parent"); HBO & Company of Georgia, a Delaware corporation (hereinafter referred to as "Purchaser");...Exhibit 2 Agreement • November 12th, 1997 • Hbo & Co • Services-computer integrated systems design • Georgia
EXHIBIT 8 [ARNALL, GOLDEN & GREGORY LETTERHEAD] August , 1998 IMNET Systems, Inc. 3015 Windward Plaza Windward Fairways II Alpharetta, Georgia 30005 Ladies and Gentlemen: This opinion is being delivered in connection with the Agreement of Merger...Hbo & Co • August 24th, 1998 • Services-computer integrated systems design
EXHIBIT 99 HBO & COMPANY 301 PERIMETER CENTER NORTH ATLANTA, GEORGIA 30346 AS OF SEPTEMBER 23, 1996 Mr. Thomas R. Owens c/o GMIS Inc. 5 Country View Road Malvern, Pennsylvania 19355 Dear Mr. Owens: In connection with the Agreement of Merger (the...Hbo & Co • November 6th, 1996 • Services-computer integrated systems design
