R E C I T A L SIncentive Stock Option Agreement • August 5th, 1999 • Trizetto Group Inc • Delaware
EXHIBIT 2.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED,...Common Stock Purchase Warrant • December 14th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • Arkansas
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 18th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation
R E C I T A L SNonqualified Stock Option Agreement • August 5th, 1999 • Trizetto Group Inc • Delaware
AMENDMENT NO. 3 TOLoan and Security Agreement • November 14th, 2001 • Trizetto Group Inc • Services-computer processing & data preparation • Maryland
RECITALSRestricted Stock Agreement • August 14th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
3- 4 4. REPRESENTATIONS AND WARRANTIES OF THE SECURITY HOLDERSExchange Agreement • August 5th, 1999 • Trizetto Group Inc • Delaware
R E C I T A LEmployment Agreement • August 5th, 1999 • Trizetto Group Inc • California
1 2 Lease and for no other purpose.Sublease Agreement • August 5th, 1999 • Trizetto Group Inc • Alabama
RECITALSAsset Purchase Agreement • August 5th, 1999 • Trizetto Group Inc • California
1 Exhibit 10.2 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Maryland
ANDOffice Lease • August 5th, 1999 • Trizetto Group Inc
1 EXHIBIT 1.1 4,830,000 SHARES OF COMMON STOCK THE TRIZETTO GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • December 18th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • California
AMENDMENT NO. 1 TOLoan and Security Agreement • November 14th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Maryland
1 EXHIBIT 10.8 FIRST AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS FIRST AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT is entered into as of April 9, 1999, by and among The TriZetto Group, Inc., a Delaware corporation (the "Company"), the...Investor Rights Agreement • August 18th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • California
andRights Agreement • October 19th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
THIRD AMENDED AND RESTATED REVOLVING CREDIT NOTE $14,000,000.00 SEPTEMBER 20, 2001 FOR VALUE RECEIVED, the undersigned, THE TRIZETTO GROUP, INC., a Delaware corporation ("TriZetto"), CREATIVE BUSINESS SOLUTIONS, INC., a Texas corporation ("CBS");...Revolving Credit Note • November 14th, 2001 • Trizetto Group Inc • Services-computer processing & data preparation
EXHIBIT 10.7 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT ("Agreement") is made on _________ ___, 199__, between ______________________, a Delaware corporation (the "Company"), and ___________________________ ("Indemnitee"), an officer...Indemnification Agreement • August 5th, 1999 • Trizetto Group Inc • Delaware
EXHIBIT 1.1 5,000,000 Shares of Common Stock THE TRIZETTO GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2001 • Trizetto Group Inc • Services-computer processing & data preparation • New York
EXHIBIT 2.2 STOCK PURCHASE AGREEMENT DATED AS OF FEBRUARY 5, 1999Stock Purchase Agreement • October 4th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • California
RECITALSRegistration Rights Agreement • January 6th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
1 EXHIBIT 10.9 ENGAGEMENT LETTERS AND PROJECT AGREEMENTSProfessional Services Agreement • August 18th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • California
RECITALSEscrow Agreement • October 6th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • California
RECITALSAgreement and Plan of Reorganization • May 19th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
RECITALSRegistration Rights Agreement • December 14th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
1 EXHIBIT 2.5 INFORMATION TECHNOLOGY SERVICES AGREEMENTInformation Technology Services Agreement • October 4th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • Alabama
SECURED TERM NOTESecured Term Note • November 14th, 2001 • Trizetto Group Inc • Services-computer processing & data preparation • Maryland
EXHIBIT 2.3 PARTNERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF FEBRUARY 5, 1999Partnership Interest Purchase Agreement • October 4th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • California
BY AND AMONGMerger Agreement • January 6th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
WITNESSETH:Lease Modification • March 30th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2007 • Trizetto Group Inc • Services-computer processing & data preparation • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of April 17, 2007, by and among The TriZetto Group, Inc., a Delaware corporation (the “Company”), Deutsche Bank Securities Inc., Goldman, Sachs & Co. and UBS Securities LLC, (collectively, the “Initial Purchasers”) pursuant to that certain Purchase Agreement, dated April 11, 2007 (the “Purchase Agreement”), among the Company and the Initial Purchasers.
1 EXHIBIT 10.13 TECHNICAL SUPPORT AGREEMENT --------------------------- This Technical Support Agreement (the "Agreement") is made and entered into this 15th day of May, 1995, by and between DHI COMPUTING SERVICE, INC., a Utah corporation ("DHI") and...Technical Support Agreement • August 18th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • Utah
1 [BANK ONE LOGO] PROMISSORY NOTEPromissory Note • August 18th, 1999 • Trizetto Group Inc • Services-computer processing & data preparation • Colorado
RECITALSEscrow Agreement • January 6th, 2000 • Trizetto Group Inc • Services-computer processing & data preparation • Delaware
