Common use of Registration Statement; Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Proxy Statement/Prospectus. (a) Subject to the accuracy of the representations of Acquiror in Section 3.10: (i) the information supplied by the Company specifically for inclusion in the Registration Statement pursuant to which the Guarantor Common Shares to be issued in connection with the Offer and the Merger will be registered with the SEC shall not, at the respective times the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading; (ii) neither the Schedule 14D-9 nor any of the information supplied by the Company specifically for inclusion in the Offer Documents will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders of the Company, or at any time Acquiror initially accepts for exchange Shares pursuant to the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading; and (iii) the information supplied by the Company specifically for inclusion in the proxy statement/prospectus in connection with the Company Stockholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") will not, at the time the Proxy Statement/Prospectus, if any, is filed with the SEC or first sent to stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) If at any time prior to the Effective Time any event or circumstance relating to the Company, any of its affiliates, officers or directors is discovered by the Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Offer Documents, the Schedule 14D-9 or the Proxy Statement/Prospectus, the Company will promptly inform Acquiror. (c) The Schedule 14D-9 shall comply as to form in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Guarantor or Acquiror or any of their respective affiliates which is included or incorporated by reference in, or furnished in connection with the preparation of, the Offer Documents, the Schedule 14d-9, the Registration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. (a) Subject to the accuracy of the representations of Acquiror in Section 3.10: (i) the The information supplied by Cohesion expressly for the Company specifically for inclusion purpose of including the information or incorporating the information by reference in the Registration Statement pursuant to which on Form F-4 registering the Guarantor Angiotech Common Shares Stock to be issued in connection with the Offer and Merger (the Merger will be registered with the SEC shall not"REGISTRATION STATEMENT") as it relates to Cohesion, at the respective times time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein shall not misleading; (ii) neither the Schedule 14D-9 nor any of the information supplied by the Company specifically for inclusion in the Offer Documents will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders of the Company, or at any time Acquiror initially accepts for exchange Shares pursuant to the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading; and (iii) the . The information supplied by Cohesion expressly for the Company specifically for inclusion purpose of including the information in the proxy statement/prospectus to be sent to Cohesion's stockholders in connection with the Company Stockholders Cohesion Stockholder Meeting (such proxy statement/prospectus prospectus, as amended or and supplemented is referred to herein as the "Proxy StatementPROXY STATEMENT/ProspectusPROSPECTUS") will not), at the time date the Proxy Statement/ProspectusProspectus is first mailed to stockholders, if any, is filed with the SEC or first sent to stockholders or at the time of the Company Stockholders Meeting, Cohesion Stockholder Meeting and at the Effective Time shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . If at any time prior to the Effective Time any event or circumstance relating with respect to the Company, any of its affiliates, officers or directors is discovered by the Company Cohesion shall occur which is required to be set forth described in an amendment to the Registration Statement or a supplement to the Offer Documents, the Schedule 14D-9 or the Proxy Statement/Prospectus, the Company will such event shall be so described, and an amendment or supplement shall be promptly inform Acquiror. (c) The Schedule 14D-9 shall comply as to form in all material respects filed with the requirements of all applicable lawsSEC and, including the Securities Act and the Exchange Act. (d) as required by law, disseminated to Cohesion's stockholders. Notwithstanding the foregoing, the Company Cohesion makes no representation or warranty with respect to any information supplied by Guarantor Angiotech or Acquiror or any of their respective affiliates Merger Sub which is included or incorporated by reference in, or furnished contained in connection with the preparation of, the Offer Documents, the Schedule 14d-9, the Registration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. (a) Subject to the accuracy of the representations of Acquiror in Section 3.10: (i) the The information supplied by the Company specifically and the Merger Sub for inclusion or incorporation by reference in the registration statement of the Company (the “Registration Statement Statement”) pursuant to which the Guarantor shares of Company Common Shares Stock to be issued in connection with the Offer and the Merger will be registered with the SEC shall will not, at the respective times time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading; (ii) neither the Schedule 14D-9 nor any of the information supplied by the Company specifically for inclusion in the Offer Documents will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders of the Company, or at any time Acquiror initially accepts for exchange Shares pursuant to the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading; and (iii) the information supplied by the Company specifically for inclusion in the proxy statement/prospectus in connection with the Company Stockholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") will not, at the time the Proxy Statement/Prospectus, if any, is filed with the SEC or first sent to stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . The information supplied by the Company and the Merger Sub for inclusion or incorporation by reference in the Proxy Statement/Prospectus will not, at the date the Proxy Statement/Prospectus (bor any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Seller Stockholders’ Meeting and at the Effective Time, be false or misleading with respect to any material fact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company, the Merger Sub, any other Company Subsidiary or any of its affiliatestheir Affiliates, officers or directors is discovered by the Company which is required to should be set forth in an amendment or supplement to the Registration Statement or a an amendment or supplement to the Offer Documents, the Schedule 14D-9 or the Proxy Statement/Prospectus, the Company will shall promptly inform Acquiror. (c) the Seller. The Schedule 14D-9 shall Registration Statement and the Proxy Statement/Prospectus will comply as to form in all material respects as to form with the requirements of all applicable laws, including the Securities Act and the Exchange Act. Act (d) to the extent applicable). Notwithstanding the foregoing, neither the Company nor the Merger Sub makes no any representation or warranty with respect to any information about, or supplied by Guarantor or Acquiror or omitted by, the Seller which is contained in any of their respective affiliates which is included or incorporated by reference in, or furnished in connection with the preparation of, the Offer Documents, the Schedule 14d-9, the Registration Statement or the Proxy Statement/Prospectusforegoing documents.

Registration Statement; Proxy Statement/Prospectus. (a) Subject to the accuracy of the representations of Acquiror in Section 3.10: (i) the The information supplied by the Company specifically Seller for inclusion in the Registration Statement pursuant to which the Guarantor Common Shares to be issued in connection with the Offer and the Merger will be registered with the SEC shall not, at the respective times time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading; (ii) neither the Schedule 14D-9 nor any of the information supplied by the Company specifically for inclusion in the Offer Documents will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders of the Company, or at any time Acquiror initially accepts for exchange Shares pursuant to the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading; and (iii) the information supplied by the Company specifically for inclusion in the proxy statement/prospectus in connection with the Company Stockholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") will not, at the time the Proxy Statement/Prospectus, if any, is filed with the SEC or first sent to stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . The information supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Merger (bthe “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement/Prospectus”) will not, at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Seller Stockholders’ Meeting and at the Effective Time, be false or misleading with respect to any material fact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the CompanySeller, the Seller Subsidiaries or any of its affiliatesor their Affiliates, officers or directors is discovered by the Company Seller which is required to should be set forth in an amendment or supplement to the Registration Statement or a an amendment or supplement to the Offer Documents, the Schedule 14D-9 or the Proxy Statement/Prospectus, the Company will Seller shall promptly inform Acquiror. (c) the Company. The Schedule 14D-9 shall Proxy Statement/Prospectus will comply as to form in all material respects as to form with the requirements of all applicable laws, including the Securities Act and the Exchange Act. Act (d) to the extent applicable). Notwithstanding the foregoing, the Company Seller makes no representation or warranty with respect to any information about, or supplied by Guarantor or Acquiror omitted by, the Company or the Merger Sub which is contained in any of their respective affiliates which is included or incorporated by reference in, or furnished in connection with the preparation of, the Offer Documents, the Schedule 14d-9, the Registration Statement or the Proxy Statement/Prospectusforegoing documents.

Registration Statement; Proxy Statement/Prospectus. (a) Subject to the accuracy of the representations of Acquiror in Section 3.10: (i) the The information supplied by the Company specifically Seller for inclusion in the Registration Statement pursuant to which the Guarantor Common Shares to be issued (as defined in connection with the Offer and the Merger will be registered with the SEC Section 3.10) shall not, at the respective times the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading; (ii) neither the Schedule 14D-9 nor any of the information supplied by the Company specifically for inclusion in the Offer Documents will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders of the Company, or at any time Acquiror initially accepts for exchange Shares pursuant to the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading; and (iii) the information supplied by the Company specifically for inclusion in the proxy statement/prospectus in connection with the Company Stockholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") will not, at the time the Proxy Statement/Prospectus, if any, Registration Statement is filed with the SEC or first sent to stockholders or at the time of the Company Stockholders Meeting, declared effective contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . The information supplied by Seller for inclusion in the proxy statement/prospectus to be sent to the shareholders of Seller in connection with the meeting of Seller's shareholders to consider the Merger (bthe "Seller Shareholders' Meeting'") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") shall not at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Seller Shareholders' Meeting and at the Effective Time, be false or misleading with respect to any material fact required to be stated herein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company, Seller or any of its affiliates, officers or directors is should be discovered by the Company Seller which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Offer Documents, the Schedule 14D-9 or the Proxy Statement/Prospectus, the Company will Seller shall promptly inform Acquiror. (c) the Company. The Schedule 14D-9 Proxy Statement/Prospectus shall comply as to form in all material respects as to form with the requirements of all applicable laws, including the Securities Act, the Exchange Act and the Exchange Act. (d) rules and regulations thereunder. Notwithstanding the foregoing, the Company Seller makes no representation or warranty with respect to any information about, or supplied by Guarantor or Acquiror or omitted by, the Company which is contained in any of their respective affiliates which is included or incorporated by reference in, or furnished in connection with the preparation of, the Offer Documents, the Schedule 14d-9, the Registration Statement or the Proxy Statement/Prospectusforegoing documents.

Registration Statement; Proxy Statement/Prospectus. (a) Subject to As promptly as practicable after the accuracy execution of the representations of Acquiror in Section 3.10: this Agreement, (i) the Company shall prepare and file the Proxy Statement/Prospectus with the SEC and (ii) Parent shall cause Newco to prepare and file the Registration Statement with the SEC in which the Proxy Statement/Prospectus shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Newco Class A Common Stock to be issued pursuant to the Merger. Each of Parent and the Company (i) shall cause the Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, (ii) shall use commercially reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable and (iii) shall take any and all action required under any applicable federal or state securities laws in connection with the issuance of shares of Newco Class A Common Stock in connection with the Merger. The Company and Parent shall furnish to the other all information concerning the Company, Parent, ISN and Newco as the other may reasonably request in connection with the preparation of the documents referred to herein. As promptly as practicable after the Registration Statement shall have become effective, Parent and the Company shall mail the Proxy Statement/Prospectus to stockholders of the Company. (b) The information supplied by each of the Company specifically and Parent for inclusion in the Registration Statement pursuant to which the Guarantor Common Shares to be issued in connection with the Offer and the Merger will be registered with the SEC Proxy Statement/Prospectus shall not, at (i) the respective times time the Registration Statement is declared effective, (including ii) the time the Proxy Statement/Prospectus (or any amendments amendment thereof or supplements supplement thereto) is filed with first mailed to the SEC stockholders of the Company, (iii) the time of the Stockholders Meeting, or is declared effective by (iv) the SECEffective Time, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading; (ii) neither the Schedule 14D-9 nor any of the information supplied by the Company specifically for inclusion in the Offer Documents will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders of the Company, or at any time Acquiror initially accepts for exchange Shares pursuant to the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not materially misleading; and (iii) the information supplied by the Company specifically for inclusion in the proxy statement/prospectus in connection with the Company Stockholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") will not. If, at the time the Proxy Statement/Prospectus, if any, is filed with the SEC or first sent to stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) If at any time prior to the Effective Time Time, any event or circumstance relating to the Company, any of its affiliatesParent, ISN, or their respective Subsidiaries, officers or directors is directors, should be discovered by the Company such party which is required to should be set forth in an amendment or a supplement to the Registration Statement or a supplement to the Offer Documents, the Schedule 14D-9 or the Proxy Statement/Prospectus, the Company will such party shall promptly inform Acquirorthe other thereof and take appropriate action in respect thereof. (c) The Schedule 14D-9 Each party shall comply as to form in all material respects confer on a regular and frequent basis with the requirements other, report on operational matters and promptly advise the other orally and in writing of all applicable laws, including (i) any material notice or other communication from any Third Party alleging that the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, the Company makes no representation consent of such Third Party is or warranty with respect to any information supplied by Guarantor or Acquiror or any of their respective affiliates which is included or incorporated by reference in, or furnished may be required in connection with the preparation ofTransactions; (ii) any material notice or other communication from any regulatory authority, NASDAQ or national securities exchange in connection with the Offer DocumentsTransactions; (iii) any claims, actions, proceedings or investigations commenced or, to the best of such party's Knowledge, threatened, involving or affecting such party or any of its Subsidiaries, or any of its property or assets, or, to the best of such party's Knowledge, any employee, consultant, director or officer, in his or her capacity as such, if any party or any of its Subsidiaries, which, if pending on the date hereof, would have been required to have been disclosed in the Company Disclosure Schedule 14d-9, the Registration Statement or the Proxy Statement/ProspectusParent Disclosure Schedule, as the case may be, or which relates to the consummation of the Transactions; and (iv) any change or event that would have a Material Adverse Effect with respect to such party. Each party shall promptly provide the other party (or its counsel) copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the Transactions.

Registration Statement; Proxy Statement/Prospectus. As promptly as practicable after the date of this Agreement (a) Subject but in no event later than 50 days following the date of this Agreement), the Parties shall prepare, and Parent shall cause to be filed with the accuracy of SEC, the representations of Acquiror Registration Statement, in Section 3.10: (i) which the information supplied by the Company specifically for inclusion in Proxy Statement/Prospectus will be included as a prospectus. Parent covenants and agrees that the Registration Statement pursuant to which the Guarantor Common Shares to be issued in connection with the Offer (and the Merger letter to stockholders, notice of meeting and form of proxy included therewith) will be registered with the SEC shall not, at the respective times time that the Registration Statement (including Proxy Statement/Prospectus or any amendments amendment or supplements thereto) supplement thereto is filed with the SEC or is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading; (ii) neither the Schedule 14D-9 nor any of the information supplied by the Company specifically for inclusion in the Offer Documents will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders of the Company, or at any time Acquiror initially accepts for exchange Shares pursuant mailed to the OfferParent stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein made therein, in light of the circumstances under which they were made, not misleading; and (iii) . The Company covenants and agrees that the information supplied provided by the Company specifically or its Subsidiaries to Parent for inclusion in the proxy statement/prospectus in connection with Registration Statement (including the Company Stockholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to herein as Audited Financial Statements and the "Proxy Statement/Prospectus"Company Interim Financial Statements) will not, at the time the Proxy Statement/Prospectus, if any, is filed with the SEC or first sent to stockholders or at the time of the Company Stockholders Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, such information not misleading. . Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Registration Statement (b) If at any time prior and the letter to the Effective Time any event or circumstance relating to the Companystockholders, any notice of its affiliatesmeeting and form of proxy included therewith), officers or directors is discovered if any, based on information provided by the Company which is required to be set forth or its Subsidiaries or any of their Representatives in an amendment to the Registration Statement or a supplement to the Offer Documents, the Schedule 14D-9 or the Proxy Statement/Prospectus, the Company will promptly inform Acquiror. (c) The Schedule 14D-9 shall comply as to form in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act. (d) writing specifically for inclusion therein. Notwithstanding the foregoing, the Company makes no covenant, representation or warranty with respect to any statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information supplied provided by Guarantor or Acquiror Parent or any of their respective affiliates which is included its Representatives specifically for inclusion therein. As soon as reasonably practicable, Parent shall establish a record date for, duly call, give notice of and, as soon as reasonably practicable thereafter, in accordance with Section 5.3, convene the Parent Stockholders' Meeting. Parent shall notify the Company promptly of the receipt of any comments from the SEC or incorporated by reference instaff of the SEC, for amendments or furnished in connection with the preparation of, the Offer Documents, the Schedule 14d-9, supplements to the Registration Statement or for additional information and shall supply the Company with copies of all correspondence between Parent or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Registration Statement or Proxy Statement/Prospectus. Each of the Parties shall use commercially reasonable efforts to cause the Registration Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff (and to give the Company and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments to the SEC or its staff) and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement/ProspectusProspectus to be mailed to Parent's stockholders as promptly as practicable (but within five Business Days) after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party's Affiliates and such Party's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Proteon Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Parent stockholders.

Registration Statement; Proxy Statement/Prospectus. (a) Subject to the accuracy of the representations of Acquiror in Section 3.10: (i) the The information supplied by the Company specifically Seller for inclusion in the Registration Statement pursuant to which the Guarantor Common Shares to be issued (as defined in connection with the Offer and the Merger will be registered with the SEC Section 3.11) shall not, at the respective times the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading; (ii) neither the Schedule 14D-9 nor any of the information supplied by the Company specifically for inclusion in the Offer Documents will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders of the Company, or at any time Acquiror initially accepts for exchange Shares pursuant to the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading; and (iii) the information supplied by the Company specifically for inclusion in the proxy statement/prospectus in connection with the Company Stockholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") will not, at the time the Proxy Statement/Prospectus, if any, Registration Statement is filed with the SEC or first sent to stockholders or at the time of the Company Stockholders Meeting, declared effective contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . The information supplied by the Seller for inclusion in the proxy statement/prospectus to be sent to the shareholders of the Seller in connection with the meeting of the Seller's shareholders to consider the Merger (bthe "Seller Shareholders' Meeting'") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") shall not at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Seller Shareholders' Meeting and at the Effective Time, be false or misleading with respect to any material fact required to be stated herein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company, Seller or any of its affiliates, officers or directors is should be discovered by the Company Seller which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Offer Documents, the Schedule 14D-9 or the Proxy Statement/Prospectus, the Company will Seller shall promptly inform Acquiror. (c) The Schedule 14D-9 shall comply as to form in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act. (d) Company. Notwithstanding the foregoing, the Company Seller makes no representation or warranty with respect to any information about, or supplied by Guarantor or Acquiror or omitted by, the Company which is contained in any of their respective affiliates which is included or incorporated by reference in, or furnished in connection with the preparation of, the Offer Documents, the Schedule 14d-9, the Registration Statement or the Proxy Statement/Prospectusforegoing documents.

Registration Statement; Proxy Statement/Prospectus. (a) Subject to As promptly as practicable after the accuracy execution of the representations of Acquiror in Section 3.10: this Agreement, (i) the Company shall prepare and file with the SEC a proxy statement relating to the Company Meeting to be held in connection with the Transactions (together with any amendments thereof or supplements thereto, the "Proxy Statement/Prospectus") and (ii) the Parent shall prepare and file with the SEC a registration statement (together with all amendments thereto, the "Registration Statement") in which the Proxy Statement/Prospectus shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued pursuant to the Merger. Each of the Parent and the Company (i) shall cause the Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, (ii) shall use commercially reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and (iii) shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of shares of Parent Common Stock in connection with the Merger. The Company and the Parent shall furnish to the other all information concerning the Company and the Parent as the other may reasonably request in connection with the preparation of the documents referred to herein. As promptly as practicable after the Registration Statement shall have become effective, the Parent and the Company shall mail the Proxy Statement/ Prospectus to stockholders of the Company. (b) The information supplied by each of the Company specifically and the Parent for inclusion in the Registration Statement pursuant to which the Guarantor Common Shares to be issued in connection with the Offer and the Merger will be registered with the SEC Proxy Statement/ Prospectus shall not, at (i) the respective times time the Registration Statement is declared effective, (including ii) the time the Proxy Statement/Prospectus (or any amendments amendment thereof or supplements supplement thereto) is filed with first mailed to the SEC or is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading; (ii) neither the Schedule 14D-9 nor any of the information supplied by the Company specifically for inclusion in the Offer Documents will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders of the Company, (iii) the time of the Company Meeting, or at any time Acquiror initially accepts for exchange Shares pursuant to (iv) the OfferEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading; and (iii) the information supplied by the Company specifically for inclusion in the proxy statement/prospectus in connection with the Company Stockholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") will not. If, at the time the Proxy Statement/Prospectus, if any, is filed with the SEC or first sent to stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) If at any time prior to the Effective Time Time, any event or circumstance relating to the Company, any of its affiliatesCompany Subsidiary, the Parent, any Parent Subsidiary, or their respective officers or directors is directors, should be discovered by the Company such party which is required to should be set forth in an amendment or a supplement to the Registration Statement or a supplement to the Offer Documents, the Schedule 14D-9 or the Proxy Statement/Statement/ Prospectus, the Company will such party shall promptly inform Acquirorthe other thereof and take appropriate action in respect thereof. (c) The Schedule 14D-9 shall comply as to form in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Guarantor or Acquiror or any of their respective affiliates which is included or incorporated by reference in, or furnished in connection with the preparation of, the Offer Documents, the Schedule 14d-9, the Registration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. (a) Subject to As promptly as practicable after the accuracy date of the representations of Acquiror in Section 3.10: (i) the information supplied by the Company specifically for inclusion in the Registration Statement pursuant to which the Guarantor Common Shares this Agreement, Seller shall prepare and cause to be issued in connection with the Offer and the Merger will be registered filed with the SEC the Proxy Statement / Prospectus and Seller shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Proxy Statement / Prospectus will be included as a prospectus. (b) Seller covenants, represents and warrants that the Proxy Statement / Prospectus, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the respective times time that the Registration Proxy Statement (including / Prospectus or any amendments amendment or supplements thereto) supplement thereto is filed with the SEC or is declared effective by the SEC, contain any untrue statement of a material fact or omit first mailed to state any material fact necessary in order to make the statements included therein not misleading; (ii) neither the Schedule 14D-9 nor any of the information supplied by the Company specifically for inclusion in the Offer Documents willSeller’s stockholders, at the respective times any such documents or any amendments or supplements thereto are filed with time of Seller’s Stockholders’ Meeting and at the SEC, are first published, sent or given to stockholders of the Company, or at any time Acquiror initially accepts for exchange Shares pursuant to the Offerdeclared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading; and (iii) the information supplied by the Company specifically for inclusion in the proxy statement/prospectus in connection with the Company Stockholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") will not, at the time the Proxy Statement/Prospectus, if any, is filed with the SEC or first sent to stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) If at any time prior to the Effective Time any event or circumstance relating to the Company, any of its affiliates, officers or directors is discovered by the Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Offer Documents, the Schedule 14D-9 or the Proxy Statement/Prospectus, the Company will promptly inform Acquiror. (c) The Schedule 14D-9 shall comply as to form in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act. (d) . Notwithstanding the foregoing, the Company Seller makes no covenant, representation or warranty with respect to statements made in the Proxy Statement / Prospectus (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by Buyer specifically for inclusion therein. Seller shall use commercially reasonable efforts to cause the Form S-4 Registration Statement and the Proxy Statement / Prospectus to comply with the applicable rules and regulations promulgated by the SEC in all material respects. (c) Seller shall notify Buyer promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement / Prospectus or the Form S-4 Registration Statement or for additional information supplied by Guarantor or Acquiror and shall supply Buyer with copies of (i) all correspondence between Seller or any of their respective affiliates which its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement / Prospectus, the Form S-4 Registration Statement or the Contemplated Transactions and (ii) all orders of the SEC relating to the Form S-4 Registration Statement. Seller shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement / Prospectus and Form S-4 Registration Statement, and Buyer and its counsel shall have a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Seller shall use its commercially reasonable efforts to have the Form S-4 Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after it is included or incorporated by reference infiled with the SEC. No filing of, or furnished amendment or supplement to, the Form S-4 Registration Statement will be made by Seller, and no filing of, or amendment or supplement to, the Proxy Statement / Prospectus will be made by Seller, in each case, without providing Buyer a reasonable opportunity to review and comment thereon. Each party shall promptly furnish to the other party all information concerning such party and such party’s Subsidiaries and such Party’s stockholders or members that may be required or reasonably requested in connection with any action contemplated by this Section. If any event relating to Seller occurs, or if Seller becomes aware of any information, that should be disclosed in an amendment or supplement to the preparation of, the Offer Documents, the Schedule 14d-9, the Form S-4 Registration Statement or the Proxy Statement / Prospectus, then Seller shall promptly inform Buyer thereof and shall cooperate fully with Buyer in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Seller’s stockholders. Purchase Agreement 59 Project Acorn (d) Buyer shall reasonably cooperate with Seller and provide, and require its Representatives to provide, Seller and its Representatives with all true, correct and complete information regarding Buyer that is required by applicable Law to be included in the Form S-4 Registration Statement and the Proxy Statement / Prospectus or reasonably requested from Buyer to be included in the Form S-4 Registration Statement and the Proxy Statement / Prospectus. Buyer shall use its commercially reasonable efforts to assist Seller in responding to comments of the SEC or the staff of the SEC as they related to the information regarding the Buyer included or required to be included in the Proxy Statement / Prospectus and Form S-4 Registration Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. (a) Subject to the accuracy of the representations of Acquiror in Section 3.10: (i) the information supplied by the Company specifically for inclusion in the The Registration Statement pursuant to which the Guarantor Common Shares to be issued in connection with the Offer and the Merger will be registered with the SEC shall notStatement, at the respective times time the Registration Statement (including and any amendments amendment or supplements supplement thereto) is filed with filed, at the SEC time the Registration Statement (and any amendment or supplement thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading; (ii) neither the Schedule 14D-9 nor any of the information supplied by the Company specifically for inclusion in the Offer Documents will, SEC and at the respective times any such documents or any amendments or supplements thereto are filed with the SECEffective Time, are first published, sent or given to stockholders of the Company, or at any time Acquiror initially accepts for exchange Shares pursuant to the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein will not misleading; and (iii) the information supplied by the Company specifically for inclusion in the proxy statement/prospectus in connection with the Company Stockholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") will not, at the time the Proxy Statement/Prospectus, if any, is filed with the SEC or first sent to stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) If at any time prior to the Effective Time any event or circumstance relating to the Company, any of its affiliates, officers or directors is discovered by the Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Offer Documents, the Schedule 14D-9 or the . The Proxy Statement/Prospectus, at the Company date the Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to Parent Stockholders and at the time of the Special Meeting or any adjournment or postponement thereof, will promptly inform Acquiror. not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.30 will not apply to statements or omissions included in the Registration Statement or Proxy Statement/Prospectus (cand, in each case, any amendment or supplement thereto) based upon the Inventergy Registration Statement Disclosures or the Inventergy Proxy Statement/Prospectus Disclosures (collectively, the “Inventergy Disclosures”) (it being understood that all other information in the Registration Statement and Proxy Statement/Prospectus (and, in each case, any amendment or supplement thereto) will be deemed to have been supplied by Parent). The Schedule 14D-9 shall Registration Statement and Proxy Statement/Prospectus (and, in each case, any amendment or supplement thereto) will, when filed, comply as to form in all material respects with the applicable requirements of all applicable laws, including the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Guarantor or Acquiror or any of their respective affiliates which is included or incorporated by reference in, or furnished in connection with the preparation of, the Offer Documents, the Schedule 14d-9, the Registration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. (a) Subject to As promptly as practicable after the accuracy date of the representations of Acquiror in Section 3.10: (i) the information supplied by the Company specifically for inclusion in the Registration Statement pursuant to which the Guarantor Common Shares this Agreement, Seller shall prepare and cause to be issued in connection with the Offer and the Merger will be registered filed with the SEC the Proxy Statement / Prospectus and Seller shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Proxy Statement / Prospectus will be included as a prospectus. (b) Seller covenants, represents and warrants that the Proxy Statement / Prospectus, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the respective times time that the Registration Proxy Statement (including / Prospectus or any amendments amendment or supplements thereto) supplement thereto is filed with the SEC or is declared effective by the SEC, contain any untrue statement of a material fact or omit first mailed to state any material fact necessary in order to make the statements included therein not misleading; (ii) neither the Schedule 14D-9 nor any of the information supplied by the Company specifically for inclusion in the Offer Documents willSeller’s stockholders, at the respective times any such documents or any amendments or supplements thereto are filed with time of Seller’s Stockholders’ Meeting and at the SEC, are first published, sent or given to stockholders of the Company, or at any time Acquiror initially accepts for exchange Shares pursuant to the Offerdeclared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading; and (iii) the information supplied by the Company specifically for inclusion in the proxy statement/prospectus in connection with the Company Stockholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") will not, at the time the Proxy Statement/Prospectus, if any, is filed with the SEC or first sent to stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) If at any time prior to the Effective Time any event or circumstance relating to the Company, any of its affiliates, officers or directors is discovered by the Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Offer Documents, the Schedule 14D-9 or the Proxy Statement/Prospectus, the Company will promptly inform Acquiror. (c) The Schedule 14D-9 shall comply as to form in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act. (d) . Notwithstanding the foregoing, the Company Seller makes no covenant, representation or warranty with respect to statements made in the Proxy Statement / Prospectus (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished in writing by Buyer specifically for inclusion therein. Seller shall use commercially reasonable efforts to cause the Form S-4 Registration Statement and the Proxy Statement / Prospectus to comply with the applicable rules and regulations promulgated by the SEC in all material respects. (c) Seller shall notify Buyer promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement / Prospectus or the Form S-4 Registration Statement or for additional information supplied by Guarantor or Acquiror and shall supply Buyer with copies of (i) all correspondence between Seller or any of their respective affiliates which its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement / Prospectus, the Form S-4 Registration Statement or the Contemplated Transactions and (ii) all orders of the SEC relating to the Form S-4 Registration Statement. Seller shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement / Prospectus and Form S-4 Registration Statement, and Buyer and its counsel shall have a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Seller shall use its commercially reasonable efforts to have the Form S-4 Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after it is included or incorporated by reference infiled with the SEC. No filing of, or furnished amendment or supplement to, the Form S-4 Registration Statement will be made by Seller, and no filing of, or amendment or supplement to, the Proxy Statement / Prospectus will be made by Seller, in each case, without providing Buyer a reasonable opportunity to review and comment thereon. Each party shall promptly furnish to the other party all information concerning such party and such party’s Subsidiaries and such Party’s stockholders or members that may be required or reasonably requested in connection with any action contemplated by this Section. If any event relating to Seller occurs, or if Seller becomes aware of any information, that should be disclosed in an amendment or supplement to the preparation of, the Offer Documents, the Schedule 14d-9, the Form S-4 Registration Statement or the Proxy Statement / Prospectus, then Seller shall promptly inform Buyer thereof and shall cooperate fully with Buyer in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Seller’s stockholders. Securities Purchase Agreement 67 Project Acorn (d) Buyer shall reasonably cooperate with Seller and provide, and require its Representatives to provide, Seller and its Representatives with all true, correct and complete information regarding Buyer that is required by applicable Law to be included in the Form S-4 Registration Statement and the Proxy Statement / Prospectus or reasonably requested from Buyer to be included in the Form S-4 Registration Statement and the Proxy Statement / Prospectus. Buyer shall use its commercially reasonable efforts to assist Seller in responding to comments of the SEC or the staff of the SEC as they related to the information regarding the Buyer included or required to be included in the Proxy Statement / Prospectus and Form S-4 Registration Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. (a) Subject to the accuracy of the representations of Acquiror in Section 3.10: (i) the information supplied by the Company in writing specifically for inclusion in the Registration Statement pursuant to which the Guarantor Common Shares to be issued in connection with the Offer and the Merger will be registered with the SEC shall not, not at the respective times time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading;; and (ii) neither the Schedule 14D-9 nor any of the information supplied by the Company specifically for inclusion in the Offer Documents willproxy statement/prospectus to be sent to the shareholders of the Company in connection with the Shareholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") will not, at on the respective times any such documents date the Proxy Statement/Prospectus (or any amendments amendment thereof or supplements thereto are supplement thereto) is first filed with the SEC, are first published, sent SEC or given mailed to stockholders shareholders or at the time of the Company, or at any time Acquiror initially accepts for exchange Shares pursuant to the OfferCompany Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading; and (iii) misleading or necessary to correct any statement in any earlier communication with respect to the information supplied by solicitation of proxies for the Company specifically for inclusion in the proxy statement/prospectus in connection with the Company Stockholders Shareholders Meeting (such proxy statement/prospectus as amended which has become false or supplemented is referred to herein as the "Proxy Statement/Prospectus") will not, at the time the Proxy Statement/Prospectus, if any, is filed with the SEC or first sent to stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) If at any time prior to the Effective Time vote of shareholders at the Company Shareholders Meeting any event or circumstance relating to the Company, any of its affiliates, officers or directors is discovered by the Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Offer Documents, the Schedule 14D-9 or the Proxy Statement/Prospectus, the Company will promptly inform Acquiror. (c) The Schedule 14D-9 Proxy Statement/Prospectus shall comply as to form in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Guarantor or Acquiror or any of their respective affiliates which is included or incorporated by reference in, or furnished in connection with the preparation of, the Offer Documents, the Schedule 14d-9, the Registration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. (a) Subject to the accuracy of the representations of Acquiror in Section 3.10: (i) the The information supplied by the Company specifically Medicus for inclusion in the Registration Statement registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the Guarantor shares of QuadraMed Common Shares Stock to be issued in connection with the Offer and the Merger will be registered with the SEC (the "Registration Statement") shall not, not at the respective times time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading; (ii) neither the Schedule 14D-9 nor any of the information supplied by the Company specifically for inclusion in the Offer Documents will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders of the Company, or at any time Acquiror initially accepts for exchange Shares pursuant to the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading; and (iii) the information supplied by the Company specifically for inclusion in the proxy statement/prospectus in connection with the Company Stockholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") will not, at the time the Proxy Statement/Prospectus, if any, is filed with the SEC or first sent to stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . The information supplied by Medicus for inclusion in the proxy statement/prospectus to be sent to the stockholders of Medicus in connection with the meeting of Medicus stockholders to consider the Merger (bthe "Medicus Stockholders Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to Medicus stockholders, at the time of the Medicus Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Medicus Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company, any of its affiliates, officers or directors is information should be discovered by the Company Medicus which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Offer Documents, the Schedule 14D-9 or the Proxy Statement/Prospectus, the Company will Medicus shall promptly inform Acquiror. (c) The Schedule 14D-9 shall comply as to form in all material respects with the requirements of all applicable laws, including the Securities Act QuadraMed and the Exchange Act. (d) Merger Sub. Notwithstanding the foregoing, the Company Medicus makes no representation representation, warranty or warranty covenant with respect to any information supplied by Guarantor QuadraMed or Acquiror or any of their respective affiliates Merger Sub which is included or incorporated by reference in, or furnished contained in connection with the preparation of, the Offer Documents, the Schedule 14d-9, the Registration Statement or the Proxy Statement/Prospectusany documents.

Registration Statement; Proxy Statement/Prospectus. (a) Subject to the accuracy of the representations of Acquiror in Section 3.10: (i) the The information supplied by the Company specifically DPAC or Merger Sub for inclusion in the Registration Statement registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the Guarantor shares of DPAC Common Shares Stock to be issued in connection with the Offer and the Merger will be registered with the SEC (the “Registration Statement”) shall not, not at the respective times time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading; (ii) neither the Schedule 14D-9 nor any of the information supplied by the Company specifically for inclusion in the Offer Documents will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders of the Company, or at any time Acquiror initially accepts for exchange Shares pursuant to the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading; and (iii) the information supplied by the Company specifically for inclusion in the proxy statement/prospectus in connection with the Company Stockholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") will not, at the time the Proxy Statement/Prospectus, if any, is filed with the SEC or first sent to stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . The information supplied by DPAC or Merger Sub for inclusion in the proxy statement/prospectus (bsuch proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement”) to be provided to the shareholders of DPAC in connection with the meeting of DPAC’s shareholders to consider the Merger (the “DPAC Shareholders Meeting”) shall not, on the date the Proxy Statement is first mailed to DPAC’s shareholders, at the time of the DPAC Shareholders Meeting or at the Effective Time, contain any statement that, at any such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading. The Registration Statement and the Proxy Statement shall be amended or supplemented as necessary to correct any statement in any earlier communication with respect to any offer of DPAC Common Stock or the solicitation of proxies for the DPAC Shareholders Meeting that has become false or misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company, any of its affiliates, officers or directors is information should be discovered by the Company which is required to DPAC that should be set forth in an amendment to the Registration Statement or a supplement to the Offer DocumentsProxy Statement, DPAC shall promptly amend the Schedule 14D-9 Registration Statement or supplement the Proxy Statement/Prospectus, the Company will promptly as applicable, and inform Acquiror. (c) The Schedule 14D-9 shall comply as to form in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act. (d) QuaTech. Notwithstanding the foregoing, the Company DPAC makes no representation representation, warranty or warranty covenant with respect to any information supplied by Guarantor or Acquiror or respecting QuaTech (other than information supplied by QuaTech with respect to DPAC) that is contained in any of their respective affiliates which is included or incorporated by reference in, or furnished in connection with the preparation of, the Offer Documents, the Schedule 14d-9, the Registration Statement or the Proxy Statement/Prospectusforegoing documents.

Registration Statement; Proxy Statement/Prospectus. (a) Subject to the accuracy of the representations of Acquiror the Company in Section 3.102.13: (i) the information supplied by the Company specifically for inclusion in the Registration Statement Statement, as it may be amended, pursuant to which the Guarantor Common Shares to be issued in connection with the Offer and the Merger will be registered with the SEC shall not, at the respective times the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading; (ii) neither the Schedule 14D-9 Offer Documents nor any of the information supplied by the Company Guarantor or Acquiror specifically for inclusion in the Offer Documents Schedule 14D-9 will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders of the CompanyCompany or become effective under the Securities Act, or at any time Acquiror initially accepts for exchange Shares pursuant to the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading; and (iii) the information supplied by the Company specifically for inclusion in the proxy statement/prospectus in connection with the Company Stockholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") Prospectus will not, at the time the Proxy Statement/Prospectus, if any, Prospectus is filed with the SEC or first sent to stockholders or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which they were made, not misleading. (b) If at any time prior to the Effective Time any event or circumstance relating to the Company, Acquiror or any of its affiliates, officers or directors is should be discovered by the Company Acquiror which is required to should be set forth in an amendment to the Registration Statement or a supplement to the Offer Documents, the Schedule 14D-9 or the Proxy Statement/Prospectus, the Company Acquiror will promptly inform Acquirorthe Company. (c) The Schedule 14D-9 Offer Documents, the Registration Statement and Proxy Statement/Prospectus shall comply as to form in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, the Company Acquiror makes no representation or warranty with respect to any information supplied by Guarantor or Acquiror or any of their respective affiliates the Company which is included or incorporated by reference in, or furnished in connection with the preparation of, the Offer Documents, the Schedule 14d-9, the Registration Statement or the Proxy Statement/Prospectus.