Common use of Representations of Stockholders Clause in Contracts

Representations of Stockholders. Each of the Stockholders 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 each 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 Stockholders. Each of the Stockholders 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 each 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 on properties of such Stockholder.

Representations of Stockholders. Each of the Stockholders ------------------------------- represents and warrants to IMS the Company, Parent and Merger Sub that (a) such Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 the Securities Exchange Act of 1934, as amended (the Exchange "1934 Act) ")), and of record each the number of the shares of Common Stock, par value $0.001 per share, of TriZetto (the "TRIZETTO COMMON STOCK"), Preferred Shares set forth opposite such Stockholder's name on EXHIBIT Exhibit A hereto (such Stockholder's "SHARESShares") 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 voting of any shares of capital stock of TriZetto Parent and there are no Voting voting trusts or Voting 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 Parent Common Stock or any other shares of capital stock of Parent other than such Shares and and, except for such Shares, does not have any options, warrants or other rights to acquire any additional shares of capital stock of TriZetto Parent or any security exercisable for or convertible into shares of capital stock of TriZetto Parent, other than those options, warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and each 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 AgreementWarrants, (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 hereunder, and (d) this Agreement has been duly executed and delivered and by such Stockholder, constitutes the legal, valid and binding obligation of such Stockholder Stockholder, and is 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 Stockholders. Each of the Stockholders represents and warrants to IMS Occam that (a) such Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and of record each that number of the shares of ANI 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 collectively, the "SHARESShares") ), 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 Stockholder is a party relating to the pledge, disposition or Voting (as defined herein) of any shares of capital stock of TriZetto ANI and there are no Voting trusts trusts, proxies or Voting agreements with respect to such Shares, (b) such 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 ANI Common Stock other than such the Shares and and, except as disclosed on Exhibit A, does not have any options, warrants or other rights to acquire any additional shares of capital stock of TriZetto ANI or any security exercisable for or convertible into shares of capital stock of TriZetto other than those optionsANI, warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and each 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 any proxy delivered pursuant to Section 3 and to perform fully such Stockholder's obligations hereunder and this Agreement has been duly executed thereunder. Each of the Stockholders 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 Occam that the execution and delivery of this Agreement do not and the execution and delivery of any proxy delivered pursuant to Section 3 by such Stockholder, Stockholder and (e) the execution, delivery and performance of this Agreement and any proxy delivered pursuant to Section 3 by such Stockholder does not, and the consummation by such Stockholder of the transactions contemplated hereby will not, violate, : (a) conflict with or constitute a breach ofviolate any law, rule, regulation, order, decree or a default under, the certificate of incorporation or by-laws of judgment applicable to such Stockholder or by which it or any of its assets is or their comparable governing instruments may be bound or affected; (if such Stockholder is not a natural personb) or result in a violation or breach of, or constitute (with or without due notice or lapse of time time) any breach of or both) a default (under, or give rise to any other individual or entity (with or without notice or lapse of time) any right of termination, cancellationamendment, modification acceleration or accelerationcancellation of, or result (with or without notice or lapse of time) in the creation of any encumbrance or restriction on any of the Subject Securities (whether after the giving of or the passage of time of bothas defined herein) under pursuant to, any contract to which such Stockholder is a party or by which is binding on it such Stockholder 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.'s affiliates or assets is or may be bound or affected; or (c) require any consent or approval of any other Person. For purposes of this Agreement, "Vote" shall include voting of Shares in person or by proxy in favor of or against any action or consenting to any action in accordance with the Delaware General Corporation Law, and "Voting" shall have a correlative meaning. For purposes of this Agreement, "Subject Securities" shall mean: (i) all securities of ANI (including all shares of capital stock of ANI and all options, warrants and other rights to acquire shares of capital stock of ANI)

Representations of Stockholders. Each of the Stockholders Stockholder represents and warrants to IMS that Parent that: (a) such (i) Such Stockholder lawfully owns beneficially of record and is a beneficial owner (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 below such Stockholder's name ’s signature on EXHIBIT A hereto (such Stockholder's "SHARES") the signature page hereto, free and clear of all liens, claims, charges, security interests or other encumbrances andLiens, except for as provided under this Agreement Agreement, under the Company Certificate or Company Bylaws, or pursuant to any applicable restrictions on transfer under the Securities Act; and the Merger Agreement(ii) except pursuant hereto, 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 voting of any shares of capital stock of TriZetto the Original Shares and there are no Voting voting trusts or Voting voting agreements with respect to such the Original Shares, . (b) such Such Stockholder does not beneficially own (as such term is used in Rule 13d-3 of the Exchange Act) any shares of TriZetto Company Common Stock other than such Stockholder’s Original 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 optionsOriginal Shares held by other Stockholders, warrants it being understood that the Stockholders jointly file a beneficial ownership report on Schedule 13G or Schedule 13D and may be deemed a group with beneficial ownership of shares held by other rights Stockholders in the group as and to the extent set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and each Stockholder represents and warrants that such Stockholder shall not exercise any such Options prior to in the termination of this Agreement except in accordance with Section 6 of this Agreement, Schedule 13G or Schedule 13D. (c) such Such Stockholder has full corporate or limited partnership power and authority and has taken all actions necessary authority, as applicable, to enter into, execute and deliver this Agreement and to perform fully such the Stockholder's ’s obligations hereunder and this (including the proxy described in Section 3(b) below)). This Agreement has been duly and validly 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 except to the Bankruptcy extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditor’s rights generally, and Equity Exception, (ii) general principles of equity. (d) other than filings under Except as set forth in the Exchange ActMerger Agreement (including, no noticeswithout limitation, reports or other filings are required to be made by such Stockholder withthe Company Disclosure Schedule), nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Entity, in connection with 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 such 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 (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 provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to which such Stockholder or to its respective property or assets. (e) Except as set forth in the Merger Agreement (including, without limitation, the Company Disclosure Schedule), no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or other Person on the part of such Stockholder is a party or which is binding on it or its assets required in connection with the valid execution and will not result in the creation delivery of any lien on, or security interest in, any of the assets or properties of such Stockholderthis Agreement.

Representations of Stockholders. Each of the Stockholders represents and warrants to IMS Aegis that now and at all times during the term of this Agreement (a) such Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 the Securities Exchange Act of 1934, as amended (the Exchange "1934 Act")) and 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 "SHARESShares") and each of the shares of Company Preferred Stock set forth opposite such Stockholder's name on Exhibit A, free and clear of all liens, pledges, claims, charges, security interests or other encumbrances of any kind (except as otherwise noted on Exhibit A) 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 voting of any shares of capital stock of TriZetto Company Common Stock or Company Preferred Stock and there are no Voting voting trusts or Voting voting agreements with respect to such Shares or Preferred 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 Company Common Stock or Company Preferred Stock other than such Shares and Preferred Shares and does not have any options, warrants or other rights to acquire any additional shares of capital stock of TriZetto Company Common Stock or Company Preferred Stock or any security exercisable for or convertible into shares of capital stock of TriZetto other than those Company Common Stock or Company Preferred Stock, except for options, warrants or and/or other rights set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and each Stockholder represents and warrants that such Stockholder shall not exercise any such Options prior granted, awarded or issued pursuant to the termination of this Agreement except in accordance with Section 6 of this AgreementMarket Facts 1996 Stock Plan, (c) except as noted in Exhibit A, such Stockholder has full right, power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder, and (d) except as noted in Exhibit A, the execution, delivery and performance of this Agreement do not, and the consummation of the transactions contemplated hereby will not, constitute or result in (i) if applicable, a breach or violation of, or a default under, its certificate or by-laws or the comparable governing instruments, (ii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien on its assets (with or without notice, lapse of time or both) pursuant to any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation binding upon it or any of its assets or any laws or governmental or non-governmental permit or license to which it is subject or (iii) any change in the rights or obligations of any party under any such Stockholder's obligations hereunder agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation, including, without limitation, any change in rights of reimbursement, termination, cancellation or modification except, with respect to clauses (ii) and (iii), for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to prevent, materially delay or materially impair the ability of such Stockholder to consummate the transactions contemplated by this Agreement. 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 except as the Bankruptcy and Equity Exception, enforcement hereof may be limited by general principles of equity (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 regardless 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 whether enforceability is not a natural person) or result considered in a violation proceeding at law 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 Stockholderequity).

Representations of Stockholders. Each of the Stockholders severally represents and warrants as to IMS that himself, herself or itself that, except as set forth on Exhibit A hereto: (a) such Stockholder lawfully owns beneficially is the beneficial owner with the sole power to vote and the sole power to dispose of and, if applicable, the sole power to exercise the right to acquire Shares upon conversion of Convertible Preferred Securities or warrants to purchase Shares (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 STOCKWarrants"), that number of Company Securities or Warrants set forth opposite such Stockholder's name on EXHIBIT Exhibit A hereto (in each case, such "Stockholder's Securities" and collectively, the "SHARESSecurities") 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 defined in Rule 13d-3 the Securities Exchange Act of 1934, as amended (the Exchange "1934 Act")) any shares of TriZetto Common Stock Company Securities or Warrants 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") Securities, and each Stockholder represents and warrants that any Shares which such Stockholder shall not has the right to obtain upon the exercise any such Options prior to of employee stock options outstanding on the termination of this Agreement except in accordance with Section 6 of this Agreement, date hereof; (c) such Stockholder has full good and valid title to such Stockholder's Securities free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such Securities (other than restrictions on transfer under applicable Federal and state securities laws, and other than pursuant to the agreements listed on Exhibit C); (d) if such Stockholder is a corporation, partnership or other similar business entity, such Stockholder is a duly organized and validly existing corporation, partnership or other similar business entity, as the case may be, in good standing under the laws of its jurisdiction of organization; (e) such Stockholder has all requisite power and authority and has taken all actions action necessary in order to enter intoexecute, execute deliver and deliver perform its obligations under this Agreement and to perform fully such Stockholder's obligations hereunder take all actions required and to consummate all of the transactions contemplated by, this Agreement. This Agreement has been duly executed and delivered and constitutes the legal, is a valid and binding obligation agreement of such Stockholder Stockholder, enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception, ; (df) other than the filings under required pursuant to the Exchange HSR 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 the performance of its obligations hereunder or the consummation by such Stockholder of the transactions contemplated hereby; (eg) the execution, execution and delivery and performance of this Agreement by such Stockholder does do not, and the performance of such Stockholder's obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby will not, violateconstitute or result in (A) if the Stockholder is a corporation, conflict with partnership or constitute other similar business entity, a breach or violation of, or a default under, the certificate of incorporation or by-laws or the comparable governing instruments of such Stockholder or any (B) a breach or their comparable governing instruments (if such Stockholder is not a natural person) or result in a violation or breach of, or constitute a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets (including the Securities, New Securities (as defined in Section 7) or any Company Securities issuable upon exercise, conversion or exchange such Securities or New Securities) of such Stockholder (with or without due notice or notice, lapse of time or both) a default (pursuant to, any Contract binding upon such Stockholder or give rise to any right of termination, cancellation, modification Law or acceleration) (whether after the giving of governmental or the passage of time of both) under any contract non-governmental permit or license to which such Stockholder is a party subject or by which is binding on it such Stockholder or its assets are bound. Exhibit C hereto sets forth a correct and complete list of Contracts of such Stockholder pursuant to which consents or waivers ("Consents") are or may be required in order for such Stockholder to perform its obligations hereunder. Pursuant to Section 2(d) of this Agreement, such Stockholder has obtained all Consents that are or may be required under such Contracts; (h) such Stockholder will not result take all necessary action to ensure that such Stockholder's Securities or New Securities will, except as set forth in Section 1(c) or on Exhibit A (none of which shall prevent such Stockholder from performing its obligations pursuant to Sections 2(a) hereof), at all times during the creation term of any lien onthis Agreement be held by such Stockholder, or by a nominee or custodian for the account of such Stockholder, free and clear of all pledges, liens, proxies, claims, charges, security interest ininterests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such Stockholder's Securities, New Securities or any Company Securities issuable upon exercise, conversion or exchange of such Securities or New Securities; and there are no (and with respect to New Securities, there will be no) outstanding options, warrants or rights to purchase or acquire, or other agreements relating to, such Securities or New Securities, as the case may be, other than this Agreement; (i) no agent, broker, person or firm acting on behalf of such Stockholder or any of its Affiliates (other than the Company with respect to which such Stockholder makes no representation) is, or will be, entitled to any commission or broker's or finder's fees from Parent or any of its Affiliates in connection with any of the assets sale, exchange, transfer or properties other disposition of such Stockholder's Securities or New Securities as contemplated by this Agreement or the Merger Agreement; (j) none of the information supplied by such Stockholder for inclusion or incorporation by reference in the Registration Statement, including the Proxy Statement included therein, or any document incorporated by reference thereby, as of the time the Registration Statement becomes effective, the date of the Proxy Statement and the date of the Stockholders Meeting, will contain any untrue statement of a 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 misleading. Such Stockholder agrees promptly to correct any information provided by it for use in the Registration Statement and the Proxy Statement that shall be, or shall become, false or misleading in any material respect; (k) such Stockholder understands and acknowledges that Parent and Newco are each entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement; and The representations and warranties of each Stockholder contained herein are for the benefit of Parent and its permitted assigns and shall be deemed made as of the date hereof and as of each date from the date hereof through and including the earlier of the date that the Merger is consummated or this Agreement is terminated in accordance with its terms.

Representations of Stockholders. Each of the Stockholders represents and warrants to IMS that Buyer that: (a) such 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 or of record each of the shares of Common Stock, par value $0.001 0.01 per share, of TriZetto share (the "TRIZETTO COMMON STOCKROI Common Stock"), of ROI set forth opposite such Stockholder's name on EXHIBIT Exhibit A hereto (such Stockholder's "SHARESShares") free and clear of all liens, claims, charges, security interests or other encumbrances Encumbrances and, except for this Agreement and the Merger Asset Purchase 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 ROI 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 ROI 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 ROI or any security exercisable for or convertible into shares of capital stock of TriZetto other than those optionsROI, warrants or other rights set forth opposite except as would not in the aggregate materially affect such Stockholder's name on EXHIBIT B hereto (ability to perform such Stockholder's "OPTIONS") and each 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 obligations under 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 hereunder, (d) 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, , (de) 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 and (ef) 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 contract, agreement, arrangement or commitment to which such Stockholder is a party or which is binding on it him or its her or his or her assets and will not result in the creation of any lien Encumbrance on, or security interest in, any of the assets or on properties of such Stockholder.

Representations of Stockholders. Each of the Stockholders represents and warrants to IMS SOFTBANK Capital that (a) such 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 of the shares of 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 "SHARESShares") free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement and the Merger Stock Purchase 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 the Company and there are no Voting trusts or Voting agreements with respect to such Shares, except as disclosed on Exhibit A hereto, (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 the Company 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 each 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 AgreementCompany, (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 hereunder, (d) 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 termsterms (except as may be limited by applicable bankruptcy, subject to insolvency, reorganization, moratorium and other similar laws of general application which may affect the Bankruptcy enforcement of creditors' rights generally and Equity Exceptionby general equitable principles), (de) 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 Entitycourt, tribunal, governmental agency or authority, in connection with the execution and delivery of this Agreement by such Stockholder, and (ef) 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 Stockholderinstruments.

Representations of Stockholders. Each of the Stockholders stockholders ------------------------------- represents and warrants to IMS the Company, Parent and Merger Sub that (a) such Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 the Securities Exchange Act of 1934, as amended (the Exchange 1934 Act) ")), and of record each the number of the shares of Common Stock, par value $0.001 per share, of TriZetto (the "TRIZETTO COMMON STOCK"), Preferred Shares set forth opposite such Stockholder's name on EXHIBIT Exhibit A hereto (such Stockholder's "SHARESShares") 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 voting of any shares of capital stock of TriZetto Parent and there are no Voting voting trusts or Voting 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 Parent Common Stock or ` any other shares of capital stock of Parent other than such Shares and and, except for such Shares, does not have any options, warrants or other rights to acquire any additional shares of capital stock of TriZetto Parent or any security exercisable for or convertible into shares of capital stock of TriZetto Parent, other than those options, warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and each 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 AgreementWarrants, (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 hereunder, and (d) this Agreement has been duly executed and delivered and by such Stockholder, constitutes the legal, valid and binding obligation of such Stockholder Stockholder, and is 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 Stockholders. Each of the Stockholders ------------------------------- represents and warrants to IMS SBC and SBC Sub that (a) such 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 of the shares of Common Stock, par value $0.001 0.01 per share, of TriZetto share (the "TRIZETTO COMMON STOCKProdigy Common Stock"), of Prodigy set forth opposite such Stockholder's name on EXHIBIT Exhibit A hereto (such Stockholder's "SHARESShares") free and clear of all liensLiens, claims, charges, security interests or other encumbrances and, except for this Agreement and the Merger Investment 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 Prodigy 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 Prodigy 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 Prodigy 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 each 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 AgreementProdigy, (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 hereunder. 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 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 Lien on, or security interest in, any of the assets or on properties of such Stockholder.

Representations of Stockholders. Each of the Stockholders represents and warrants to IMS SBC and SBC Sub that (a) such 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 of the shares of Common Stock, par value $0.001 0.01 per share, of TriZetto share (the "TRIZETTO COMMON STOCKProdigy Common Stock"), of Prodigy set forth opposite such Stockholder's name on EXHIBIT Exhibit A hereto (such Stockholder's "SHARESShares") free and clear of all liensLiens, claims, charges, security interests or other encumbrances and, except for this Agreement and the Merger Investment 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 Prodigy 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 Prodigy 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 Prodigy 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 each 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 AgreementProdigy, (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 hereunder. 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 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 Lien on, or security interest in, any of the assets or on properties of such Stockholder.

Representations of Stockholders. Each of the Stockholders represents and warrants to IMS P&O Princess that (a) such Stockholder lawfully owns beneficially has an irrevocable proxy which gives it the sole power to, or otherwise has the sole power to, vote, in its sole and absolute discretion, all of (the VOTING POWER) and has the power, in its sole and absolute discretion, to prevent any sale, transfer or other disposition (a DISPOSITION) during the term of this Agreement of, in the case of A. Wilhelmsen AS, at least 97.2%, xxx xx xxx xase of Cruise Associates, at least 91%, of (as such term is defined in Rule 13d-3 of applicable, the Exchange ActBLOCKING POWER) and of record each of the shares of Common Stock, par value $0.001 0.01 per shareshare (the ROYAL CARIBBEAN COMMON STOCK), of TriZetto (the "TRIZETTO COMMON STOCK"), Royal Caribbean 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 does not beneficially own (as such term is used in Rule 13d-3 of have the Exchange Act) power to vote any shares of TriZetto Royal Caribbean 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 such shares issuable upon the conversion, exercise or convertible into shares exchange of capital stock of TriZetto any other than those options, warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and each 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 Agreementsecurities, (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 hereunder. 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 ActAct and the rules of applicable stock exchanges, 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 EntityEntity or other Person, in connection with the execution and delivery of this Agreement by such Stockholder, other than any such matters the failure of which to make or obtain would not, individually or in the aggregate, impair the ability of any person or persons to whom such Stockholder has granted any proxy hereunder to Vote the Shares or New Shares to the full extent permitted by the terms hereof and such proxy, and (e) assuming the due execution and delivery of this Agreement by each of the other parties hereto, the execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation performance 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 of 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 Contract to which such Stockholder is a party or which is binding on it or its assets and will not result in any termination of, or limitation on, its Voting Power or Blocking Power with respect to such Stockholder's Shares, other than any such violations, conflicts, breaches or defaults that would not, individually or in the creation aggregate, impair the ability of any lien on, person or security interest in, persons to whom such Stockholder has granted any of proxy hereunder to Vote the assets Shares or properties of New Shares to the full extent permitted by the terms hereof and such Stockholderproxy.

Representations of Stockholders. Each of the Stockholders Stockholder represents and warrants to IMS that FM that: 1.1. Such Stockholder is the sole, true, lawful and beneficial owner of the number of shares (athe "Shares") of Common Stock, par value $.001 per share (the "Common Stock"), of RGI listed on the signature page hereof as being owned by such Stockholder lawfully owns with no restrictions on such Stockholder's voting rights or rights of disposition pertaining thereto, except those under the Securities Act of 1933, as amended (the "1933 Act") and those that would not in any material way limit or otherwise adversely affect the voting rights granted to FM hereby or by the proxy to be delivered by such Stockholder pursuant hereto. At the Effective Date (as defined in the Merger Agreement), such Stockholder will have good and valid title to the Shares listed on the signature page hereof as being owned by such Stockholder free and clear of any and all claims, liens, charges, encumbrances and security interests. None of the Shares owned by such Stockholder is subject to any voting trust or other agreement or arrangement with respect to the voting of such shares that would in any way limit or otherwise adversely affect the voting rights granted to FM hereby or by the proxy to be delivered by such Stockholder pursuant hereto. Such Stockholder does not "beneficially own" (as such term is defined in Rule 13d-3 the Securities Exchange Act of the Exchange Act) and of record each of the shares of Common Stock1934, par value $0.001 per share, of TriZetto as amended (the "TRIZETTO COMMON STOCK1934 Act")), 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 the Shares listed on the signature page hereof as being beneficially owned by such Shares Stockholder and does not have other than 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 each Stockholder represents and warrants that Common Stock which such Stockholder shall not may obtain upon the exercise any of RG Options (as defined in the Merger Agreement). 1.2. The execution, delivery and performance by such Options prior to the termination Stockholder of this Agreement except in accordance with (including, without limitation, the granting of the proxy created pursuant to Section 6 5 hereof) does not and will not contravene or constitute a default under or give rise to a right of this Agreementtermination, (c) cancellation or acceleration of any right or obligation of such Stockholder or to a loss of any benefit of such Stockholder under any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on such Stockholder or result in the imposition of any lien on any asset of such Stockholder 1.3. This Agreement is the valid and binding Agreement of such Stockholder. If this Agreement is being executed in a representative or fiduciary capacity for such Stockholder, the person signing this Agreement has full power and authority and has taken all actions necessary to enter into, execute into and deliver this perform such 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 for such Stockholder.

Representations of Stockholders. Each of the Stockholders Stockholder represents and warrants to IMS that FM that: 1.1. Such Stockholder is the sole, true, lawful and beneficial owner of the number of shares (athe "Shares") of Common Stock, par value $.001 per share (the "Common Stock"), of RGI listed on the signature page hereof as being owned by such Stockholder lawfully owns with no restrictions on such Stockholder's voting rights or rights of disposition pertaining thereto, except those under the Securities Act of 1933, as amended (the "1933 Act") and those that would not in any material way limit or otherwise adversely affect the voting rights granted to FM hereby or by the proxy to be delivered by such Stockholder pursuant hereto. At the Effective Date (as defined in the Merger Agreement), such Stockholder will have good and valid title to the Shares listed on the signature page hereof as being owned by such Stockholder free and clear of any and all claims, liens, charges, encumbrances and security interests. None of the Shares owned by such Stockholder is subject to any voting trust or other agreement or arrangement with respect to the voting of such shares that would in any way limit or otherwise adversely affect the voting rights granted to FM hereby or by the proxy to be delivered by such Stockholder pursuant hereto. Such Stockholder does not "beneficially own" (as such term is defined in Rule 13d-3 the Securities Exchange Act of the Exchange Act) and of record each of the shares of Common Stock1934, par value $0.001 per share, of TriZetto as amended (the "TRIZETTO COMMON STOCK1934 Act")), 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 the Shares listed on the signature page hereof as being beneficially owned by such Shares Stockholder and does not have other than 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 each Stockholder represents and warrants that Common Stock which such Stockholder shall not may obtain upon the exercise any of RG Options (as defined in the Merger Agreement). 1.2. The execution, delivery and performance by such Options prior to the termination Stockholder of this Agreement except in accordance with (including, without limitation, the granting of the proxy created pursuant to Section 6 5 hereof) does not 2 and will not contravene or constitute a default under or give rise to a right of this Agreementtermination, (c) cancellation or acceleration of any right or obligation of such Stockholder or to a loss of any benefit of such Stockholder under any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on such Stockholder or result in the imposition of any lien on any asset of such Stockholder. 1.3. This Agreement is the valid and binding Agreement of such Stockholder. If this Agreement is being executed in a representative or fiduciary capacity for such Stockholder, the person signing this Agreement has full power and authority and has taken all actions necessary to enter into, execute into and deliver this perform such 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 for such Stockholder.

Representations of Stockholders. Each of the Stockholders 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") and except as set forth on EXHIBIT A owns the TriZetto Common Stock free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement,the Merger Agreement and the Merger Agreementas set forth on EXHIBIT A, 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 each 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 Stockholders. Each of the Stockholders 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") and except as set forth on EXHIBIT A owns the TriZetto Common Stock free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement and Agreement, the Merger Agreement, and as set forth on EXHIBIT A, 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 each 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 Stockholders. Each of the Stockholders severally represents and warrants as to IMS that himself or herself: (a) That such Stockholder lawfully owns beneficially is (i) the beneficial owner (as such term is defined in Rule 13d-3 the Securities Exchange Act of the Exchange Act) and of record each of the shares of Common Stock1934, par value $0.001 per share, of TriZetto as amended (the "TRIZETTO COMMON STOCK1934 ACT"), ) of the number of shares of Company Common Stock set forth opposite such Stockholder's name under the heading "Common Shares" on EXHIBIT A hereto (collectively, such Stockholder's "COMMON SHARES") free and clear (ii) the holder of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement and stock options to purchase the Merger Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments number 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 Company 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 under the heading "Option Shares" on EXHIBIT B A hereto (collectively, such Stockholder's "OPTIONSOPTION SHARES"). Each Stockholder's Common Shares and Option Shares are hereinafter collectively referred to as "SHARES." (b) and each Stockholder represents and warrants that That such Stockholder shall does not exercise beneficially own any such Options prior to the termination shares of this Agreement except in accordance with Section 6 of this Agreement, Company Common Stock other than his or her Shares. (c) That, except as disclosed on EXHIBIT B hereto, such Stockholder has full the right, power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully such Stockholder's his or her obligations hereunder under this Agreement, and this Agreement 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 bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exception, (d) other than filings under the Exchange Act, no notices, reports similar laws of general applicability relating to or other filings are required affecting creditors' rights and to be made by general equity principles; and 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 by Stockholder of this Agreement by such Stockholder does notwill not (i) conflict with, and the consummation by such Stockholder of the transactions contemplated hereby will notrequire a consent, violate, 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, charge or other encumbrance of any lien onnature whatsoever upon the Shares, other than as imposed pursuant to this Agreement. (d) That, except as disclosed on EXHIBIT B hereto or as permitted pursuant to Section 6, such Stockholder's Common Shares and rights to his or her Option Shares are held by such Stockholder, or security interest in, any of by a nominee or custodian for the assets or properties account of such Stockholder, free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such Shares; and there are no outstanding options, warrants or rights to purchase or acquire, or other agreements relating to, such Shares other than this Agreement. (e) That such Stockholder understands and acknowledges that Parent is entering into, and causing Purchaser to enter into, the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. Each Stockholder acknowledges that the irrevocable proxy set forth in Section 3 is granted in consideration for the execution and delivery of the Merger Agreement by Parent and Purchaser. The representations and warranties contained herein shall be made as of the date hereof and each Stockholder shall (a) use all reasonable efforts to assure that each representation and warranty remains true and correct and (b) not take any action that would cause any representation or warranty not to be true and correct, as of each date from the date hereof through and including the date that the Merger is consummated or the Merger Agreement is terminated.

Representations of Stockholders. Each of the Stockholders 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 STOCKTriZetto Common 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 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 each 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 on properties of such Stockholder.

Representations of Stockholders. Each of the Stockholders represents and warrants to IMS TriZetto 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 0.01 per share, of TriZetto IMS (the "TRIZETTO COMMON STOCKIMS Common 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 IMS 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 IMS 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 IMS or any security exercisable for or convertible into shares of capital stock of TriZetto IMS other than those options, warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and each 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 on properties of such Stockholder.

Representations of Stockholders. Each of the Stockholders severally represents and warrants as to IMS that himself, herself or itself that, except as set forth on Exhibit A hereto: (a) such Stockholder lawfully owns beneficially is the beneficial owner with the sole power to vote and the sole power to dispose of and, if applicable, the sole power to exercise the right to acquire Shares upon conversion of Convertible Preferred Securities or warrants to purchase Shares (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 STOCKWarrants"), that number of Company Securities or Warrants set forth opposite such Stockholder's name on EXHIBIT Exhibit A hereto (in each case, such "Stockholder's Securities" and collectively, the "SHARESSecurities") 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 defined in Rule 13d-3 the Securities Exchange Act of 1934, as amended (the Exchange "1934 Act")) any shares of TriZetto Common Stock Company Securities or Warrants 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") Securities, and each Stockholder represents and warrants that any Shares which such Stockholder shall not has the right to obtain upon the exercise any such Options prior to of employee stock options outstanding on the termination of this Agreement except in accordance with Section 6 of this Agreement, date hereof; (c) such Stockholder has full good and valid title to such Stockholder's Securities free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such Securities (other than restrictions on transfer under applicable Federal and state securities laws, and other than pursuant to the agreements listed on Exhibit C); (d) if such Stockholder is a corporation, partnership or other similar business entity, such Stockholder is a duly organized and validly existing corporation, partnership or other similar business entity, as the case may be, in good standing under the laws of its jurisdiction of organization; (e) such Stockholder has all requisite power and authority and has taken all actions action necessary in order to enter intoexecute, execute deliver and deliver perform its obligations under this Agreement and to perform fully such Stockholder's obligations hereunder take all actions required and to consummate all of the transactions contemplated by, this Agreement. This Agreement has been duly executed and delivered and constitutes the legal, is a valid and binding obligation agreement of such Stockholder Stockholder, enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception, ; (df) other than the filings under required pursuant to the Exchange HSR 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 the performance of its obligations hereunder or the consummation by such Stockholder of the transactions contemplated hereby; (eg) the execution, execution and delivery and performance of this Agreement by such Stockholder does do not, and the performance of such Stockholder's obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby will not, violateconstitute or result in (A) if the Stockholder is a corporation, conflict with partnership or constitute other similar business entity, a breach or violation of, or a default under, the certificate of incorporation or by-laws or the comparable governing instruments of such Stockholder or any (B) a breach or their comparable governing instruments (if such Stockholder is not a natural person) or result in a violation or breach of, or constitute a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets (including the Securities, New Securities (as defined in Section 7) or any Company Securities issuable upon exercise, conversion or exchange such Securities or New Securities) of such Stockholder (with or without due notice or notice, lapse of time or both) a default (pursuant to, any Contract binding upon such Stockholder or give rise to any right of termination, cancellation, modification Law or acceleration) (whether after the giving of governmental or the passage of time of both) under any contract non-governmental permit or license to which such Stockholder is a party subject or by which is binding on it such Stockholder or its assets are bound. Exhibit C hereto sets forth a correct and complete list of Contracts of such Stockholder pursuant to which consents or waivers ("CONSENTS") are or may be required in order for such Stockholder to perform its obligations hereunder. Pursuant to Section 2(d) of this Agreement, such Stockholder has obtained all Consents that are or may be required under such Contracts; (h) such Stockholder will not result take all necessary action to ensure that such Stockholder's Securities or New Securities will, except as set forth in Section 1(c) or on Exhibit A (none of which shall prevent such Stockholder from performing its obligations pursuant to Sections 2(a) hereof), at all times during the creation term of any lien onthis Agreement be held by such Stockholder, or by a nominee or custodian for the account of such Stockholder, free and clear of all pledges, liens, proxies, claims, charges, security interest ininterests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such Stockholder's Securities, New Securities or any Company Securities issuable upon exercise, conversion or exchange of such Securities or New Securities; and there are no (and with respect to New Securities, there will be no) outstanding options, warrants or rights to purchase or acquire, or other agreements relating to, such Securities or New Securities, as the case may be, other than this Agreement; (i) no agent, broker, person or firm acting on behalf of such Stockholder or any of its Affiliates (other than the Company with respect to which such Stockholder makes no representation) is, or will be, entitled to any commission or broker's or finder's fees from Parent or any of its Affiliates in connection with any of the assets sale, exchange, transfer or properties other disposition of such Stockholder's Securities or New Securities as contemplated by this Agreement or the Merger Agreement; (j) none of the information supplied by such Stockholder for inclusion or incorporation by reference in the Registration Statement, including the Proxy Statement included therein, or any document incorporated by reference thereby, as of the time the Registration Statement becomes effective, the date of the Proxy Statement and the date of the Stockholders Meeting, will contain any untrue statement of a 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 misleading. Such Stockholder agrees promptly to correct any information provided by it for use in the Registration Statement and the Proxy Statement that shall be, or shall become, false or misleading in any material respect; (k) such Stockholder understands and acknowledges that Parent and Newco are each entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement; and The representations and warranties of each Stockholder contained herein are for the benefit of Parent and its permitted assigns and shall be deemed made as of the date hereof and as of each date from the date hereof through and including the earlier of the date that the Merger is consummated or this Agreement is terminated in accordance with its terms.