ARTICLE I DEFINED TERMSEscrow Agreement • November 17th, 2000 • Landacorp Inc • Services-business services, nec • California
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • March 4th, 2004 • Landacorp Inc • Services-business services, nec • Delaware
BY AND AMONGMerger Agreement • November 17th, 2000 • Landacorp Inc • Services-business services, nec • Delaware
RECITALSLicense Agreement • January 21st, 2000 • Landacorp Inc • Services-business services, nec • Washington
Exhibit 10.13 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release ("Agreement") is made by and between Landacorp, Inc. (the "Company") and Bryan H. Lang ("Employee") as of June 20, 2001 (the - "Effective Date"). ....Settlement Agreement • March 29th, 2002 • Landacorp Inc • Services-business services, nec • California
EXHIBIT 10.1Indemnification Agreement • September 20th, 1999 • Landa Management Systems Corp • California
WITNESSETH:Stock Purchase Agreement • March 29th, 2002 • Landacorp Inc • Services-business services, nec • California
COMMON STOCKUnderwriting Agreement • January 21st, 2000 • Landacorp Inc • Services-business services, nec • California
EXHIBIT 10.17 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release ("Agreement") is made by and among Landacorp, Inc. (the "Company"), Eugene Santa Cattarina ("Cattarina") and Michael S. Miele ("Miele"), Christopher C....Settlement Agreement • March 29th, 2002 • Landacorp Inc • Services-business services, nec • New Jersey
AGREEMENTRegistration Rights Agreement • November 17th, 2000 • Landacorp Inc • Services-business services, nec • California
VOTING AGREEMENTVoting Agreement • January 21st, 2000 • Landacorp Inc • Services-business services, nec • California
EXHIBIT 10.6 LANDA MANAGEMENT SYSTEMS CORPORATION INVESTOR RIGHTS AGREEMENT 2 TABLE OF CONTENTSInvestor Rights Agreement • January 21st, 2000 • Landacorp Inc • Services-business services, nec • California
WITNESSETH:Stock Purchase Agreement • January 21st, 2000 • Landacorp Inc • Services-business services, nec • California
Exhibit 10.16 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release ("Agreement") is made by and between Landacorp; Inc. (the "Company") and Michael S. Miele ("Employee"). WHEREAS, Employee was employed by the Company;...Settlement Agreement • March 29th, 2002 • Landacorp Inc • Services-business services, nec • New Jersey
1 EXHIBIT 10.17 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 8th, 2000 • Landacorp Inc • Services-business services, nec • California
BACKGROUNDAsset Purchase Agreement • November 13th, 2000 • Landacorp Inc • Services-business services, nec • California
1 EXHIBIT 10.5 LANDA MANAGEMENT SYSTEMS CORPORATION SERIES D PREFERRED STOCK PURCHASE AGREEMENT FEBRUARY 27, 1998 TABLE OF CONTENTSSeries D Preferred Stock Purchase Agreement • January 21st, 2000 • Landacorp Inc • Services-business services, nec • California
SEPARATION AGREEMENTSeparation Agreement • March 29th, 2002 • Landacorp Inc • Services-business services, nec
If the Company terminates Cattarina's employment, not for cause, or Cattarina's position requires him to relocate to another location 50 miles or more from his current residence, after Cattarina executes this document, then Cattarina shall be entitled to a severance package equal to 100% of his current base salary, paid out in the normal payroll cycle, over a period of 1 year, less all applicable state and federal deductions.
2 3 6. TIME AND PLACE OF PAYMENT: With the exception of the payment of the first month's Minimum Monthly Rent which shall be delivered by Sublessee to Sublessor upon Sublessee's execution of this Sublease, all payments of Minimum Monthly Rent shall be...Sublease Agreement • January 21st, 2000 • Landacorp Inc • Services-business services, nec • Georgia
LANDACORP, INC. SECOND AMENDED AND RESTATED SERVICES AND SYSTEM AGREEMENT NUMBER 01071003Services and System Agreement • October 15th, 2002 • Landacorp Inc • Services-business services, nec
LEASELease • January 21st, 2000 • Landacorp Inc • Services-business services, nec
April 29, 2003Confidentiality Agreement • March 11th, 2004 • Landacorp Inc • Services-business services, nec • Delaware
In connection with the possible transaction (“Proposed Transaction”) between Landacorp, Inc. (“Landacorp”) and SHPS, Inc. (the “Company”), and in order to allow Landacorp and the Company to evaluate the Proposed Transaction, each of Landacorp and the Company have and will deliver to the other party hereto, upon the execution and delivery of this letter agreement by such other party, certain information about its properties, employees, finances, businesses and operations (such party when disclosing such information being the “Disclosing Party” and when receiving such information being the “Receiving Party”). All information (i) about the Disclosing Party or (ii) about any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party), furnished by the Disclosing Party or its Representatives (as defined below) to the Receiving Party or its Representatives, whether furnished before or after the date hereof, and
by and betweenSublicensor Agreement • December 3rd, 1999 • Landa Management Systems Corp • Services-business services, nec • Massachusetts
JOINT FILING AGREEMENT Dated as of March 11, 2004Joint Filing Agreement • March 11th, 2004 • Landacorp Inc • Services-business services, nec
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of SHPS Holdings, Inc. and Sonic Acquisition Corp. on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, par value $0.001, of Landacorp, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
VOTING AGREEMENTVoting Agreement • March 11th, 2004 • Landacorp Inc • Services-business services, nec • Delaware
VOTING AGREEMENT (this “Agreement”), dated as of March 1, 2004, by and among SHPS Holdings, Inc., a Delaware corporation (“Parent”), SONIC Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of Parent (“Purchaser”), and each of the stockholders of Landacorp. Inc., a Delaware corporation (the “Company”), identified on the signature pages hereto (collectively, the “Stockholders” and, individually, a “Stockholder”).
