Common use of Obligations of QuadraMed Clause in Contracts

Obligations of QuadraMed. In connection with the registration of the Registrable Securities, QuadraMed shall have the following obligations: (a) QuadraMed shall prepare and file with the SEC not later than thirty (30) days after the date of this Agreement a registration statement with respect to the Registrable Securities and thereafter shall use its best efforts to cause such registration statement to become effective as soon as possible after filing and shall keep such registration statement effective at all times until two (2) years following the later of (i) the effective date of such registration statement and (ii) the publication by QuadraMed of financial results that include at least thirty (30) days of combined operations of QuadraMed, Resource Holdings, FRA and their respective subsidiaries. (b) QuadraMed shall prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with 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 RHP and its legal counsel promptly after the same is prepared and publicly distributed, filed with the SEC, or received by QuadraMed, one 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 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. QuadraMed hereby agrees to keep RHP apprised of the status of the registration statement. (d) QuadraMed shall use its best 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 best 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 Stockholders that hold a majority-in-interest of the Registrable Securities being offered in the offering select underwriters for the offering, such determination to be binding on all Holders, 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 use its best 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. (h) QuadraMed shall permit counsel designated by RHP 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 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. (i) 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 best 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. (j) QuadraMed shall make available for inspection by (i) any Holder, (ii) any underwriter participating in any disposition pursuant to the registration statement, (iii) one firm of attorneys and one firm of accountants or other agents retained by the Holders, and (iv) 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, substantially in the form of this Section 3(j). 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. (k) 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. (l) 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 market makers to register with the National Association of Securities Dealers, Inc. ("NASD") as such with respect to such Registrable Securities. (m) 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. (n) 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.

Obligations of QuadraMed. In connection with the registration of the Registrable SecuritiesSecurities pursuant to Sections 2 and 3, QuadraMed shall have the following obligations: (a) QuadraMed shall prepare Prepare and file with the SEC not later than thirty (30) days after the date of this Agreement a registration statement with respect to the such Registrable Securities and thereafter shall use its best reasonable and diligent efforts to cause such registration statement to become effective as soon as possible after filing and shall and, upon request the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective at all times for a period of one hundred twenty (120) days or, if earlier, until two (2) years following such distribution contemplated in the later of (i) the effective date of such registration statement has been completed (and (ii) with respect to the publication by QuadraMed of financial results that include at least thirty (30) days of combined operations of QuadraMedShelf Registration, Resource Holdings, FRA and their respective subsidiariesuntil 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 RHP the Stockholders and its 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 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. QuadraMed hereby agrees to keep RHP apprised of the status of the registration statement. (d) QuadraMed shall use its best 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, 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 best 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 Stockholders that hold a majority-in-interest of the Registrable Securities being offered in the offering select underwriters for the an underwritten offering, such determination to be binding on all Holders, 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 best 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. (hi) QuadraMed shall permit counsel designated by RHP 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 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. (ij) 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 best 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. (jk) QuadraMed shall make available for inspection by (i) any Holder, (ii) any underwriter participating in any disposition pursuant to the registration statement, (iiiii) one firm of attorneys and one firm of accountants or other agents retained by the Holders, Stockholders and (iviii) 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 Statementregistration 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, 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, substantially in the form of this Section 3(j). 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. (kl) 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, 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. (lm) 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. ("NASD") as such with respect to such Registrable Securities. (mn) 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. (no) 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.

Obligations of QuadraMed. In connection with the registration of the Registrable Securities, QuadraMed shall have the following obligations: (a) QuadraMed shall prepare and file with the SEC not later than thirty (30) days after the date of this Agreement a registration statement with respect to the Registrable Securities and thereafter shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible after filing and shall keep such registration statement effective at all times until two (2) years following the later of (i) the effective date of such registration statement and (ii) the publication by QuadraMed of financial results that include at least thirty (30) days of combined operations of QuadraMed, Resource Holdings, FRA and their respective subsidiariesstatement. (b) QuadraMed shall prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with 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 RHP the Shareholders and its 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 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. QuadraMed hereby agrees to keep RHP the Shareholders apprised of the status of the registration statement. (d) QuadraMed shall use its reasonable best 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, 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 best 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 Stockholders Shareholders that hold a majority-in-interest of the Registrable Securities being offered in the offering select underwriters for the offering, such determination to be binding on all Holders, 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 use its reasonable best 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. (h) QuadraMed shall permit counsel designated by RHP the Shareholders 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 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. (i) 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 best 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. (j) QuadraMed shall make available for inspection by (i) any Holder, (ii) any underwriter participating in any disposition pursuant to the registration statement, (iii) one firm of attorneys and one firm of accountants or other agents retained by the Holders, Holders and (iv) 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 Statementregistration 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, 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, substantially in the form of this Section 3(j). 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. (k) 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, 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. (l) 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. ("NASD") as such with respect to such Registrable Securities. (m) 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. (n) 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.

Obligations of QuadraMed. In connection with the registration of the Registrable Securities, QuadraMed shall have the following obligations: (a) QuadraMed shall prepare and file with the SEC not later than thirty (30) days after the date of this Agreement a registration statement with respect to the Registrable Securities and thereafter shall use its best efforts to cause such registration statement to become effective as soon as possible after filing and shall keep such registration statement effective at all times until two (2) years following the later of (i) the effective date of such registration statement and (ii) the publication by QuadraMed of financial results that include at least thirty (30) days of combined operations of QuadraMed, Resource Holdings, FRA and their respective subsidiariesTermination Date. (b) QuadraMed shall prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with 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 RHP the QuadraMed Stockholders and its 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 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. QuadraMed hereby agrees to keep RHP the QuadraMed Stockholders apprised of the status of the registration statement. (d) QuadraMed shall use its best 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, 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 best 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 Stockholders that hold a majority-in-interest of the Registrable Securities being offered in the offering select underwriters for the offering, such determination to be binding on all Holders, 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 use its best 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. (hg) QuadraMed shall permit the QuadraMed Stockholders and their counsel designated by RHP the QuadraMed 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 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. (ih) 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 of effectiveness of 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 best 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 thereofof the registration statement, 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 Holdersaccountants. (j) QuadraMed shall make available for inspection by (i) any Holder, (ii) any underwriter participating in any disposition pursuant to the registration statement, (iii) one firm of attorneys and one firm of accountants or other agents retained by the Holders, and (iv) 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, substantially in the form of this Section 3(j). 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. (k) 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, 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. (lj) 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 market makers to register with the National Association of Securities Dealers, Inc. ("NASD") as such with respect to such Registrable SecuritiesMarket. (mk) 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. (nl) 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.

Obligations of QuadraMed. In connection with the registration of the Registrable Securities, QuadraMed shall have the following obligations: (a) QuadraMed shall prepare Prepare and file with the SEC not later than thirty (30) days after the date of this Agreement a registration statement statements with respect to the such Registrable Securities and thereafter shall use its best efforts to cause such registration statement statements to become effective as soon as possible practicable after filing and shall keep such registration statement effective at all times until two (2) years following and, upon the later request of (i) the effective date of such registration statement and (ii) the publication by QuadraMed of financial results that include at least thirty (30) days of combined operations of QuadraMed, Resource Holdings, FRA and their respective subsidiaries.the (b) QuadraMed shall prepare Prepare and file with the SEC such amendments and supplements to such registration statement statements and the prospectus used in connection with such registration statement statements as may be necessary to keep the registration statement statements 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 statementstatements. (c) QuadraMed shall furnish Furnish to RHP the Stockholders and its 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 any registration statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto. QuadraMed shall also 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 . (d) 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 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. QuadraMed hereby agrees to keep RHP the Stockholders apprised of the status of the registration statementstatements. (de) QuadraMed shall use Use its best efforts to (i) register and qualify the securities covered by such registration statement statements 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, 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. (ef) As promptly as practicable, QuadraMed shall notify each Holder of Registrable Securities covered by such registration statement statements 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 best 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 Stockholders that hold a majority-in-interest of the Registrable Securities being offered in the offering select underwriters for the offering, such determination to be binding on all Holders, 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.a (g) QuadraMed shall use Use its reasonable best 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. (h) QuadraMed shall permit Permit counsel designated by RHP the Stockholders to review the registration statement statements 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 request acceleration of the registration statement without prior notice to such counsel. The sections of the registration statement statements 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. (i) 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 best 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. (j) QuadraMed shall make available for inspection by (i) any Holder, (ii) any underwriter participating in any disposition pursuant to the registration statement, (iii) one firm of attorneys and one firm of accountants or other agents retained by the Holders, and (iv) 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, substantially in the form of this Section 3(j). 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. (k) QuadraMed shall hold 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, 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 take appropriate action to prevent disclosure of, or to obtain a protective order for, such information. (lj) QuadraMed shall (i) cause all the Registrable Securities covered by the registration statement statements 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 5 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 market makers to register with the National Association of Securities Dealers, Inc. ("NASD") as such with respect to such Registrable SecuritiesMarket. (mk) QuadraMed shall provide 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 statementstatements. (nl) QuadraMed shall cooperate 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 statements 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. (m) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (n) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing QuadraMed for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of QuadraMed, 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 to the Holders requesting registration of Registrable Securities.

Obligations of QuadraMed. In connection with the registration of the Registrable Securities, QuadraMed shall have the following obligations: (a) QuadraMed shall prepare and file with the SEC not later than thirty (30) days after the date of this Agreement a registration statement with respect to the Registrable Securities and thereafter shall use its reasonable best efforts to cause such registration statement to become effective as soon as possible after filing and shall keep such registration statement effective at all times until two (2) years following the later of (i) the effective date of such registration statement and (ii) the publication by QuadraMed of financial results that include at least thirty (30) days of combined operations of QuadraMed, Resource Holdings, FRA and their respective subsidiaries.effective (b) QuadraMed shall prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with 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 RHP the Stockholders and its 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 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. QuadraMed hereby agrees to keep RHP the Stockholders apprised of the status of the registration statement. (d) QuadraMed shall use its reasonable best 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, 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 best 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.untrue (f) In the event Stockholders that hold a majority-in-interest of the Registrable Securities being offered in the offering select underwriters for the offering, such determination to be binding on all Holders, 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 use its reasonable best 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. (h) QuadraMed shall permit counsel designated by RHP 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 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. (i) 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 best 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. (j) QuadraMed shall make available for inspection by (i) any Holder, (ii) any underwriter participating in any disposition pursuant to the registration statement, (iii) one firm of attorneys and one firm of accountants or other agents retained by the Holders, Holders and (iv) 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, substantially in the form of this Section 3(j). 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. (k) 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, 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. (l) 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 market makers to register with the National Association of Securities Dealers, Inc. ("NASD") as such with respect to such Registrable Securities.registration (m) 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. (n) 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.