Common use of Representations of Stockholder Clause in Contracts

Representations of Stockholder. The Stockholder represents and warrants to IMS that (a) such Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 of the Exchange Act) and of record each of the shares of Common Stock, par value $0.001 per share, of TriZetto (the "TRIZETTO COMMON STOCK"), set forth opposite such Stockholder's name on EXHIBIT A hereto (such Stockholder's "SHARES") free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement and the Merger Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or Voting of any shares of capital stock of TriZetto and there are no Voting trusts or Voting agreements with respect to such Shares, (b) such Stockholder does not beneficially own (as such term is used in Rule 13d-3 of the Exchange Act) any shares of TriZetto Common Stock other than such Shares and does not have any options, warrants or other rights to acquire any additional shares of capital stock of TriZetto or any security exercisable for or convertible into shares of capital stock of TriZetto other than those options, warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and the Stockholder represents and warrants that such Stockholder shall not exercise any such Options prior to the termination of this Agreement except in accordance with Section 6 of this Agreement, (c) such Stockholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully such Stockholder's obligations hereunder and this Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception, (d) other than filings under the Exchange Act, no notices, reports or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Entity, in connection with the execution and delivery of this Agreement by such Stockholder, and (e) the execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation by such Stockholder of the transactions contemplated hereby will not, violate, conflict with or constitute a breach of, or a default under, the certificate of incorporation or by-laws of such Stockholder or any or their comparable governing instruments (if such Stockholder is not a natural person) or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of or the passage of time of both) under any contract to which such Stockholder is a party or which is binding on it or its assets and will not result in the creation of any lien on, or security interest in, any of the assets or properties of such Stockholder.

Representations of Stockholder. The (a) Stockholder hereby represents and warrants to IMS that Parent as follows: (ai) such Stockholder lawfully owns beneficially is the beneficial owner (as for purposes of this Agreement, such term is defined shall have the meaning set forth in Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, but without regard to any conditions (including the passage of time) to the acquisition of such shares) of the Exchange Act) and number of record each of the shares of Company Common Stock, par value $0.001 per share, of TriZetto (the "TRIZETTO COMMON STOCK"), Stock set forth opposite on the signature page hereto. All of such Stockholder's name on EXHIBIT A hereto (such Stockholder's "SHARES") free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement and shares are collectively referred to herein as the Merger Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such “Shares.” Such Stockholder is a party relating to not the pledge, disposition or Voting beneficial owner of any shares of capital stock of TriZetto and there are no Voting trusts Company Common Stock or Voting agreements with respect to such Shares, (b) such Stockholder does not beneficially own (as such term is used in Rule 13d-3 other voting securities or instruments of the Exchange Act) any shares of TriZetto Common Stock Company other than such Shares and does not have any options, warrants or other rights to acquire any additional shares of capital stock of TriZetto or any security exercisable for or convertible into shares of capital stock of TriZetto other than those options, warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B hereto the Shares. (such Stockholder's "OPTIONS"ii) and the Stockholder represents and warrants that such Stockholder shall not exercise any such Options prior to the termination of this Agreement except in accordance with Section 6 of this Agreement, (c) such Such Stockholder has full the exclusive right, power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement Agreement, to vote the Shares beneficially owned by it and to otherwise perform fully such Stockholder's its respective obligations hereunder under this Agreement, and this Agreement has been duly executed and delivered by such Stockholder; and, assuming that this Agreement has been duly and validly authorized, executed and delivered by Parent, this Agreement constitutes the legal, a valid and binding obligation agreement of such Stockholder Stockholder, enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforcement is considered in a proceeding at law or in equity). (iii) Other than as required or permitted by this Agreement, the Bankruptcy Shares are now and Equity Exceptionshall at all times during the term of this Agreement be owned of record by such Stockholder, (d) free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights, voting trusts, voting agreements, options, rights of first offer or refusal and any other encumbrances or arrangements whatsoever with respect to the ownership, transfer or voting of the Shares; and there are no outstanding options, warrants or rights to purchase or acquire, or agreements or arrangements relating to the voting of, any of the Shares other than filings under the Exchange Act, no notices, reports or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Entity, in connection with the this Agreement. (iv) The execution and delivery of this Agreement by such Stockholder, and (e) the execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation by such Stockholder of the transactions contemplated hereby and the performance by such Stockholder of its obligations hereunder will not: (1) require any consent, violateapproval, conflict with order, authorization or constitute a breach permit of, or registration, filing with or notification to, any court, governmental or regulatory authority or agency (a default under, the certificate of incorporation or by-laws of such Stockholder “Governmental Entity”) or any private third party, except for the filing with the Securities and Exchange Commission (the “Commission”) of any Schedules 13D or their comparable governing instruments 13G or amendments to Schedules 13D or 13G and filings under Section 16 of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (if such Stockholder is not a natural person2) or result in a any violation or the breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellationcancellation or acceleration or any payments under, modification or acceleration) (whether after result in a loss of a benefit or in the giving creation or imposition of a lien under, any of the terms, conditions or the passage provisions of time of both) under any contract note, lease, mortgage, indenture, license, agreement or other instrument or obligation to which such Stockholder is a party or by which is binding on it such Stockholder or any of its assets and will not result is bound; or (3) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to such Stockholder in such a manner as would, individually or in the creation aggregate, reasonably be expected to materially impair the ability of any lien on, such Stockholder to perform his obligations under this Agreement or security interest in, prevent or delay the consummation of any of the assets transactions contemplated by this Agreement. (v) Such Stockholder acknowledges receipt and review of the Merger Agreement and understands the terms and conditions thereof. Such Stockholder has had the opportunity to review this Agreement and the Merger Agreement with counsel of its own choosing. Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution, delivery and performance of this Agreement. (vi) Such Stockholder hereby waives, and agrees not to assert or properties perfect, any dissenters’ rights and any similar rights that it may have by virtue of ownership of the Shares. (vii) No consent of such StockholderStockholder is necessary under any “community property” or other laws in order for such Stockholder to enter into and perform their obligations under this Agreement. (b) The representations and warranties contained herein shall be made as of the date hereof and as of each date from the date hereof through and including the date of termination of this Agreement.

Representations of Stockholder. The Stockholder represents and warrants to IMS Liquid that (a) such the Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and of record each that number of the shares of Alliance Preferred Stock and Alliance Common Stock, par value $0.001 per shareset forth on Exhibit A hereto (collectively, of TriZetto (the "TRIZETTO COMMON STOCKShares"), set forth opposite such Stockholder's name on EXHIBIT A hereto (such Stockholder's "SHARES") respectively, free and clear of all liensany mortgage, claims, chargespledge, security interests interest, encumbrance, charge or other encumbrances lien (whether arising by contract or operation of law) and, except for this Agreement and the Merger Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such the Stockholder is a party relating to the pledge, disposition or Voting (as defined herein) of any shares of capital stock of TriZetto Alliance and there are no Voting trusts trusts, proxies or Voting agreements with respect to such Shares, other than as set forth on Exhibit A, (b) such the Stockholder does not beneficially own (as such term is used defined in Rule 13d-3 of under the Exchange Act) any additional shares of TriZetto Alliance Preferred Stock or Alliance Common Stock other than such the Shares and and, except as set forth in Exhibit A, does not have any options, warrants or other rights to acquire any additional shares of capital stock of TriZetto Alliance or any security exercisable for or convertible into shares of capital stock of TriZetto other than those optionsAlliance, warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and the Stockholder represents and warrants that such Stockholder shall not exercise any such Options prior to the termination of this Agreement except in accordance with Section 6 of this Agreement, (c) such the Stockholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and the Proxy (as such term is defined in Section 3 hereof) and to perform fully such the Stockholder's obligations hereunder and this Agreement has been duly executed thereunder. The Stockholder further represents and delivered and constitutes the legal, valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms, subject warrants to the Bankruptcy and Equity Exception, (d) other than filings under the Exchange Act, no notices, reports or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Entity, in connection with Liquid that the execution and delivery of this Agreement by such Stockholder, and (e) the execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation by such Stockholder of the transactions contemplated hereby will not, violate, conflict with or constitute a breach of, or a default under, the certificate of incorporation or by-laws of such Stockholder or any or their comparable governing instruments (if such Stockholder is not a natural person) or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of or the passage of time of both) under any contract to which such Stockholder is a party or which is binding on it or its assets and will not result in the creation of any lien on, or security interest in, any of the assets or properties of such Stockholder.this

Representations of Stockholder. The Stockholder represents and warrants to IMS that such Stockholder: (a) such Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 the beneficial owner of the Exchange Act) and that number of record each of the shares of Company Common Stock, par value $0.001 per share, of TriZetto (the "TRIZETTO COMMON STOCK"), Stock set forth opposite such Stockholder's name on EXHIBIT Exhibit A hereto (such Stockholder's "SHARES") free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement and the Merger Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or Voting of any shares of capital stock of TriZetto and there are no Voting trusts or Voting agreements with respect to such Shares, ); (b) such Stockholder except as may be denoted in Exhibit A, does not beneficially own (as such term is used defined in Rule 13d-3 the Securities Exchange Act of 1934, as amended (the Exchange Act"1934 ACT")) or own of record any shares of TriZetto Company Common Stock other than such Shares and does not have Stockholder's Shares, but excluding any options, warrants or other rights to acquire any additional shares of capital stock of TriZetto or any security exercisable for or convertible into shares of capital stock of TriZetto other than those options, warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and the Stockholder represents and warrants that Company Common Stock which such Stockholder shall not has the right to obtain upon the exercise any such Options prior to of stock options outstanding on the termination of this Agreement except in accordance with Section 6 of this Agreement, date hereof; and (c) such Stockholder has full the right, power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and the Proxy (as hereinafter defined) and to perform fully such Stockholder's obligations hereunder under this Agreement and the Proxy, and this Agreement and the Proxy has been duly executed and delivered by such Stockholder and constitutes the legal, a valid and legally binding obligation agreement of such Stockholder Stockholder, enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy ; and Equity Exception, (d) other than filings under the Exchange Act, no notices, reports or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Entity, in connection with the execution and delivery of this Agreement by such Stockholder, and (e) the execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation by such Stockholder of this Agreement and the transactions contemplated hereby Proxy will notnot (i) conflict with, violaterequire a consent, conflict with waiver or constitute a breach of, or a default approval under, the certificate of incorporation or by-laws of such Stockholder or any or their comparable governing instruments (if such Stockholder is not a natural person) or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of or default under, any of the passage terms of time of bothany contract, commitment or other obligation (written or oral) under any contract to which such Stockholder is a party or by which such Stockholder is binding on it bound; (ii) violate any order, writ, injunction, decree or its statute, or any rule or regulation, applicable to Stockholder or any of the properties or assets and will not of Stockholder; or (iii) result in the creation of, or impose any obligation on such Stockholder to create, any Lien (as defined in the Merger Agreement), charge or other encumbrance of any lien onnature whatsoever upon the Shares, or security interest in, any other than in favor of Parent. The representations and warranties contained herein shall be made as of the assets date hereof and as of each date from the date hereof through and including the date that the Merger is consummated or properties of such Stockholderthis Agreement is terminated in accordance with its terms.

Representations of Stockholder. The Stockholder represents and warrants to IMS that Parent and the Company that, as of the date hereof and as of the Effective Time: (ai) such Stockholder lawfully (A) owns beneficially (as such term is defined in Rule 13d-3 of under the Exchange Act) and of record each all of the shares of Common Stock, par value $0.001 per share, of TriZetto (the "TRIZETTO COMMON STOCK"), Original Shares set forth opposite such Stockholder's name on EXHIBIT A hereto Exhibit A, and (such Stockholder's "SHARES"B) will own beneficially any additional Shares acquired after the date of this Agreement, in each instance, free and clear of all liensLiens other than customary margin pledges existing in the ordinary brokerage accounts which the Original Shares are held (all of which, claimsfor the avoidance of doubt, charges, security interests or other encumbrances and, will be released at Closing) and (ii) except for this Agreement and the Merger Agreementpursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition disposition, Transfer (as hereinafter defined) or Voting voting of any shares of capital stock of TriZetto the Original Shares set forth on Exhibit A, and there are no Voting voting trusts or Voting voting agreements with respect to such Original Shares that give any person other than the undersigned the right to vote the Original Shares, and (bB) such Stockholder does from and after the date hereof, will not beneficially own (as such term is used in Rule 13d-3 of the Exchange Act) any shares of TriZetto Common Stock other than such Shares and does not have grant any options, warrants or other rights, or enter into agreements, arrangements or commitments of any character to which Stockholder will be a party relating to the pledge, disposition, Transfer or voting of any additional Shares which may be acquired after the date of this Agreement, and will not enter into or grant any voting trusts or voting agreements with respect to such additional Shares. b. Stockholder does not beneficially own any shares of Company Common Stock or Rights to purchase or otherwise acquire shares of Company Common Stock other than (i) the Original Shares set forth on Exhibit A and (ii) any Rights, including any options, warrants or other securities, interests or rights to acquire any additional shares of capital stock of TriZetto Company Common Stock or any security exchangeable or exercisable for or convertible into shares of capital stock of TriZetto other than those optionsCompany Common Stock, warrants or other rights in each instance, set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and the Stockholder represents and warrants that such Stockholder shall not exercise any such Options prior to the termination signature page of this Agreement except in accordance with Section 6 of this Agreement(collectively, (c) such “Options”). c. Stockholder has the full legal capacity or requisite entity power and authority and has taken all actions necessary legal capacity to enter into, execute and deliver this Agreement and to perform fully such Stockholder's ’s obligations hereunder and this (including the proxy described in Section 2(b)). This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of such Stockholder Stockholder, enforceable against such Stockholder in accordance with its termsterms (except insofar as such enforceability may be limited by bankruptcy, subject to the Bankruptcy and Equity Exceptioninsolvency, (d) other than filings under the Exchange Actreorganization, no notices, reports moratorium or other filings are required laws of general applicability relating to be made or affecting creditors’ rights, or by such Stockholder withprinciples governing the availability of equitable remedies, nor are any consents, registrations, approvals, permits whether considered in a proceeding at law or authorizations required to be obtained by such Stockholder from, any Governmental Entity, in connection with equity). d. None of the execution and delivery of this Agreement by such Stockholder, and (e) the execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation by such Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will not, violate, conflict with or constitute a breach of, or a default under, the certificate of incorporation or by-laws of such Stockholder or any or their comparable governing instruments (if such Stockholder is not a natural person) or result in a violation or breach ofbreach, or constitute a default (with or without due notice or of lapse of time or both) a default (under any provision of, any Contract, trust agreement, loan or give rise credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder’s property or assets. e. No consent, approval or authorization of, or designation, declaration or filing with, any right Governmental Authority or other Person on the part of terminationStockholder is required in connection with the valid execution and delivery of this Agreement. f. There is no litigation pending against or, cancellationto the knowledge of Stockholder, modification threatened against or acceleration) (whether after the giving of affecting, Stockholder or the passage Shares at law or in equity that could reasonably be expected to impair or adversely affect the ability of time Stockholder's obligations hereunder. g. Stockholder understands and acknowledges that Parent and the Company are entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of both) under any contract to which such this Agreement and the representations and warranties of Stockholder is a party or which is binding on it or its assets and will not result in the creation of any lien on, or security interest in, any of the assets or properties of such Stockholdercontained herein.

Representations of Stockholder. The Each Stockholder individually hereby represents and warrants to IMS that Parent that: (a) such Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 understands that the issuance of the Exchange Act) Parent Common Stock and a promissory note to Stockholder pursuant to the Merger or, in the case of record each DSA, shares of the shares Parent Common Stock pursuant to the Stock Purchase, will be on the basis that the issuance thereof is exempt from registration pursuant to Section 4(2) of Common Stockthe Securities Act of 1933, par value $0.001 per share, of TriZetto as amended (the "TRIZETTO COMMON STOCKSecurities Act"), set forth opposite and that Parent's reliance upon such exemption is predicated upon such Stockholder's name on EXHIBIT A hereto (such Stockholder's "SHARES") free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement and the Merger Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or Voting of any shares of capital stock of TriZetto and there are no Voting trusts or Voting agreements with respect to such Shares, representations; (b) such Stockholder does understands that the securities to be issued to Stockholder pursuant to the Merger or the Stock Purchase, as the case may be, have not beneficially own (as such term is used in Rule 13d-3 of been registered under the Exchange Act) any shares of TriZetto Common Stock other than such Shares and does not have any options, warrants or other rights to acquire any additional shares of capital stock of TriZetto Securities Act or any security exercisable applicable state securities law and must be held indefinitely unless subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; (c) the securities to be issued to such Stockholder pursuant to the Merger or the Stock Purchase, as the case may be, will be acquired by such Stockholder for or convertible into shares of capital stock of TriZetto other than those options, warrants or other rights set forth opposite investment for such Stockholder's name on EXHIBIT B hereto own account and not as a nominee or agent (other than as a custodian under CUGMA), and not with a view to the sale or distribution thereof in a manner that would violate the Securities Act; (d) such Stockholder (i) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of such Stockholder's "OPTIONS"prospective investment in securities of Parent; (ii) has received all of the information Stockholder has requested from Parent or Company that Stockholder considers necessary or appropriate for deciding whether to accept the securities of Parent; (iii) has the ability to bear the economic risks of the Stockholder's prospective investment; and (iv) is able to hold the securities of Parent for an indefinite period of time and to suffer complete loss of Stockholder's investment; (e) such Stockholder represents and warrants understands that each certificate representing the Promissory Note or shares of Parent Common Stock issued to such Stockholder pursuant to the Merger or the Stock Purchase, as the case may be, shall contain a legend to the effect that such Stockholder shall securities have not exercise been registered under the Securities Act or any state securities laws and such Options prior to securities may not be sold or transferred in the termination absence of this Agreement except in accordance with Section 6 of this Agreement, registration under the Securities Act and all applicable state securities laws or an applicable exemption therefrom; and (cf) such Stockholder has full power and authority to make, enter into and has taken all actions necessary to enter intocarry out the terms of this Agreement, execute and deliver this Agreement and to perform fully such Stockholder's obligations hereunder and this Agreement has been duly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder Stockholder, enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception, (d) other than filings under the Exchange Act, no notices, reports or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Entity, in connection with the execution and delivery of this Agreement by such Stockholder, and (e) the execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation by such Stockholder of the transactions contemplated hereby will not, violate, conflict with or constitute a breach of, or a default under, the certificate of incorporation or by-laws of such Stockholder or any or their comparable governing instruments (if such Stockholder is not a natural person) or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of or the passage of time of both) under any contract to which such Stockholder is a party or which is binding on it or its assets and will not result in the creation of any lien on, or security interest in, any of the assets or properties of such Stockholder.

Representations of Stockholder. The Stockholder represents and warrants to IMS that Parent and the Company that, as of the date hereof and as of the Effective Time: (ai) such Stockholder lawfully (A) owns beneficially (as such term is defined in Rule 13d-3 of under the Exchange Act) and of record each all of the shares of Common Stock, par value $0.001 per share, of TriZetto (the "TRIZETTO COMMON STOCK"), Original Shares set forth opposite such Stockholder's name on EXHIBIT A hereto Exhibit A, and (such Stockholder's "SHARES"B) will own beneficially any additional Shares acquired after the date of this Agreement, in each instance, free and clear of all liensEncumbrances, claims, charges, security interests or other encumbrances and, and (ii) except for this Agreement and the Merger Agreementpursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition disposition, Transfer (as hereinafter defined) or Voting voting of any shares of capital stock of TriZetto the Original Shares set forth on Exhibit A, and there are no Voting voting trusts or Voting voting agreements with respect to such Original Shares, and (bB) such Stockholder does there will not beneficially own (as such term is used in Rule 13d-3 of the Exchange Act) any shares of TriZetto Common Stock other than such Shares and does not have be any options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Shares. b. Stockholder does not beneficially own any shares of Common Stock or Preferred Stock other than (i) the Original Shares set forth on Exhibit A and (ii) any options, warrants or other securities, interests or rights to acquire any additional shares of capital stock of TriZetto Common Stock or Preferred Stock or any security exchangeable or exercisable for or convertible into shares of capital stock of TriZetto other than those optionsCommon Stock or Preferred Stock, warrants or other rights in each instance, set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and the Stockholder represents and warrants that such Stockholder shall not exercise any such Options prior to the termination signature page of this Agreement except in accordance with Section 6 of this Agreement(collectively, (c) such “Options”). c. Stockholder has full corporate power and authority and has taken all actions necessary legal capacity to enter into, execute and deliver this Agreement and to perform fully such Stockholder's ’s obligations hereunder and this (including the proxy described in Section 2(b)). This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of such Stockholder Stockholder, enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception, (d) other than filings under the Exchange Act, no notices, reports or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Entity, in connection with . d. None of the execution and delivery of this Agreement by such Stockholder, and (e) the execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation by such Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will not, violate, conflict with or constitute a breach of, or a default under, the certificate of incorporation or by-laws of such Stockholder or any or their comparable governing instruments (if such Stockholder is not a natural person) or result in a violation or breach ofbreach, or constitute a default (with or without due notice or of lapse of time or both) a default (under any provision of, any Contract, trust agreement, loan or give rise credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Stockholder or to Stockholder’s property or assets. e. No consent, approval or authorization of, or designation, declaration or filing with, any right Governmental Authority or other Person on the part of terminationStockholder is required in connection with the valid execution and delivery of this Agreement. No consent of Stockholder’s spouse is necessary under any “community property” or other Laws in order for Stockholder to enter into and perform its obligations under this Agreement. f. There is no litigation pending against or, cancellationto the knowledge of Stockholder, modification threatened against or acceleration) (whether after the giving of affecting, Stockholder or the passage Shares at law or in equity that could reasonably be expected to impair or adversely affect the ability of time Stockholder's obligations hereunder. g. Stockholder understands and acknowledges that Parent and the Company are entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of both) under any contract to which such this Agreement and the representations and warranties of Stockholder is a party or which is binding on it or its assets and will not result in the creation of any lien on, or security interest in, any of the assets or properties of such Stockholdercontained herein.

Representations of Stockholder. The Each Stockholder individually hereby represents and warrants to IMS that Parent that: (a) such Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 understands that the issuance of the Exchange ActParent Common Stock and a promissory note to Stockholder pursuant to the Merger will be on the basis that the issuance thereof is exempt from registration pursuant to Section 4(2) and of record each of the shares Securities Act of Common Stock1933, par value $0.001 per share, of TriZetto as amended (the "TRIZETTO COMMON STOCKSecurities Act"), set forth opposite and that Parent's reliance upon such exemption is predicated upon such Stockholder's name on EXHIBIT A hereto (such Stockholder's "SHARES") free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement and the Merger Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or Voting of any shares of capital stock of TriZetto and there are no Voting trusts or Voting agreements with respect to such Shares, representations; (b) such Stockholder does understands that the securities to be issued to Stockholder pursuant to the Merger have not beneficially own (as such term is used in Rule 13d-3 of been registered under the Exchange Act) any shares of TriZetto Common Stock other than such Shares and does not have any options, warrants or other rights to acquire any additional shares of capital stock of TriZetto Securities Act or any security exercisable applicable state securities law and must be held indefinitely unless subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; (c) the securities to be issued to such Stockholder pursuant to the Merger will be acquired by such Stockholder for or convertible into shares of capital stock of TriZetto other than those options, warrants or other rights set forth opposite investment for such Stockholder's name on EXHIBIT B hereto own account and not as a nominee or agent, and not with a view to the sale or distribution thereof in a manner that would violate the Securities Act; (d) such Stockholder (i) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of such Stockholder's "OPTIONS"prospective investment in securities of Parent; (ii) has received all of the information Stockholder has requested from Parent or Company that Stockholder considers necessary or appropriate for deciding whether to accept the securities of Parent; (iii) has the ability to bear the economic risks of the Stockholder's prospective investment; and (iv) is able to hold the securities of Parent for an indefinite period of time and to suffer complete loss of Stockholder's investment; (e) such Stockholder represents and warrants understands that each certificate representing the Promissory Note or shares of Parent Common Stock issued to such Stockholder pursuant to the Merger shall contain a legend to the effect that such Stockholder shall securities have not exercise been registered under the Securities Act or any state securities laws and such Options prior to securities may not be sold or transferred in the termination absence of this Agreement except in accordance with Section 6 of this Agreement, registration under the Securities Act and all applicable state securities laws or an applicable exemption therefrom; and (cf) such Stockholder has full power and authority to make, enter into and has taken all actions necessary to enter intocarry out the terms of this Agreement, execute and deliver this Agreement and to perform fully such Stockholder's obligations hereunder and this Agreement has been duly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder Stockholder, enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception, (d) other than filings under the Exchange Act, no notices, reports or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Entity, in connection with the execution and delivery of this Agreement by such Stockholder, and (e) the execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation by such Stockholder of the transactions contemplated hereby will not, violate, conflict with or constitute a breach of, or a default under, the certificate of incorporation or by-laws of such Stockholder or any or their comparable governing instruments (if such Stockholder is not a natural person) or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of or the passage of time of both) under any contract to which such Stockholder is a party or which is binding on it or its assets and will not result in the creation of any lien on, or security interest in, any of the assets or properties of such Stockholder.