EPOCRATES, INC. Shares of Common Stock Underwriting AgreementEpocrates Inc • January 10th, 2011 • Services-computer processing & data preparation • New York
Epocrates, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), an aggregate of shares of Common Stock, par value $0.001 per share, of the Company (the "Common Stock"), and certain stockholders of the Company named in Schedule 2 hereto (the "Selling Stockholders") propose to sell to the several Underwriters an aggregate of shares of Common Stock of the Company (collectively, the "Underwritten Shares"). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional shares of Common Stock of the Company (the "Option Shares"). The Underwritten Shares and the Option Shares are herein referred to as the "Shares". The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the "Stock".
EPOCRATES, INC. INDEMNITY AGREEMENTIndemnity Agreement • November 17th, 2010 • Epocrates Inc • Services-computer processing & data preparation • Delaware
THIS AGREEMENT is made and entered into this day of , 20 by and between EPOCRATES, INC., a Delaware corporation (the "Corporation"), and ("Agent").
AGREEMENT AND PLAN OF MERGER among ATHENAHEALTH, INC., ECHO MERGER SUB, INC. and EPOCRATES, INC. Dated as of January 7, 2013Agreement and Plan of Merger • January 7th, 2013 • Epocrates Inc • Services-computer processing & data preparation • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 7, 2013 (this “Agreement”), among ATHENAHEALTH, INC., a Delaware corporation (“Parent”), ECHO MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and EPOCRATES, INC., a Delaware corporation (the “Company”).
EPOCRATES, INC. 1999 STOCK OPTION PLAN OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Epocrates Inc • July 16th, 2010 • Services-computer processing & data preparation
Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Option Agreement, EPOCRATES, INC. (the "Company") has granted you an option under its 1999 Stock Option Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
Agreement AddendumOwnership of Licensing Agreement • October 28th, 2008 • Epocrates Inc • Services-computer processing & data preparation • Texas
This addendum pertains to the agreement originally dated October 27, 2003 between Mark K Dambro, MD, PA a Texas Corporation, and Epocrates, Inc. (Licensee).
EPOCRATES, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 16th, 2010 • Epocrates Inc • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the "Agreement") is entered into as of the 2nd day of October 2007, by and among EPOCRATES, INC., a Delaware corporation (the "Company") and the investors listed on Exhibit A hereto, referred to hereinafter as the "Investors" and each individually as an "Investor."
SUBLEASE AGREEMENT BETWEEN ORACLE USA, INC. AND EPOCRATES, INC. Portion of Third (3rd), Second (2nd) and First (1st) FloorsSublease Agreement • July 16th, 2010 • Epocrates Inc • Services-computer processing & data preparation • California
THIS SUBLEASE ("Sublease") is entered into as of 12/3, 2006, by and between ORACLE USA, INC., a Colorado corporation ("Sublandlord") and EPOCRATES. INC., a Delaware corporation ("Subtenant"), with reference to the following facts:
QuickLinks -- Click here to rapidly navigate through this documentEpocrates Inc • July 16th, 2010 • Services-computer processing & data preparation • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
VOTING AGREEMENTVoting Agreement • January 7th, 2013 • Epocrates Inc • Services-computer processing & data preparation • Delaware
This Voting Agreement (“Agreement”), dated as of January 7, 2013, is made by and between athenahealth, Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of shares of common stock, par value $0.001 per share, or other securities of Epocrates, Inc., a Delaware corporation (the “Company”).
SUBLEASECommencement Date Agreement • November 17th, 2010 • Epocrates Inc • Services-computer processing & data preparation • New Jersey
THIS SUBLEASE is made and entered into this 30th day of September, 2010, by and between CA, INC., a Delaware corporation ("Sublandlord") and EPOCRATES, INC., a Delaware corporation ("Subtenant").
EPOCRATES, INC. AMENDMENT NO. 1 TO THE AMENDED AND RESTATED OFFER LETTEREpocrates Inc • August 12th, 2011 • Services-computer processing & data preparation
This AMENDMENT NO. 1 (the “Amendment”) to that Amended and Restated Offer Letter dated as of January 28, 2011 (the “Agreement”), by and between Epocrates, Inc., a Delaware corporation (the “Company”) and Patrick D. Spangler (the “Employee”) is entered into as of June 29, 2011 by and between the Company and the Employee.
EPOCRATES, INC. 2010 EQUITY INCENTIVE PLAN OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • November 17th, 2010 • Epocrates Inc • Services-computer processing & data preparation
Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Option Agreement, Epocrates, Inc. (the "Company") has granted you an option under its 2010 Equity Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
EPOCRATES, INC. November 7, 2011Letter Agreement • March 19th, 2012 • Epocrates Inc • Services-computer processing & data preparation
This letter agreement (this “Agreement”) will confirm our understanding with regard to your termination of employment with Epocrates, Inc. (the “Company”).
July 23, 2010 Richard Van Hoesen Re: Separation and Consulting Agreement Dear Rick:Epocrates Inc • September 27th, 2010 • Services-computer processing & data preparation • California
As discussed, this letter sets forth the terms of the separation and consulting agreement (the "Agreement") between you and Epocrates, Inc. ("Epocrates" or the "Company").
November 17, 2011 Ms. Rosemary A. Crane Re: Separation Agreement Dear Rose:Epocrates Inc • March 19th, 2012 • Services-computer processing & data preparation • California
This letter sets forth the terms of the separation agreement (the “Agreement”) between you and Epocrates, Inc. (“Epocrates” or the “Company”).
EPOCRATES, INC. AMENDMENT NO. 1 TO OFFER LETTEROffer Letter • August 12th, 2011 • Epocrates Inc • Services-computer processing & data preparation
This AMENDMENT NO. 1 (the “Amendment”) to that Offer Letter dated as of February 25, 2009 (the “Agreement”), by and between Epocrates, Inc., a Delaware corporation (the “Company”) and Rosemary A. Crane (the “Employee”) is entered into as of April 18, 2011 by and between the Company and the Employee.
August 10, 2010 Robert Quinn Re: Separation Agreement Dear Bob:Epocrates Inc • September 27th, 2010 • Services-computer processing & data preparation • California
As discussed, this letter sets forth the terms of the separation agreement (the "Agreement") between you and Epocrates, Inc. ("Epocrates" or the "Company").
WINDSOR CORPORATE PARK LEASE AGREEMENT between WINDSOR LIMITED PARTNERSHIP OF NJ, Landlord, and EPOCRATES, INC., Tenant, for Leased Premises in Windsor Corporate Park East Windsor, New Jersey June 9, 2006Lease Agreement • November 22nd, 2010 • Epocrates Inc • Services-computer processing & data preparation
THIS LEASE AGREEMENT ("Lease") dated as of June 9, 2006, between WINDSOR LIMITED PARTNERSHIP OF NJ, a New Jersey limited partnership, with offices at 10 Campus Boulevard, Newtown Square, Pennsylvania 19073 ("Landlord"), and EPOCRATES, INC., a California corporation, with its principal office at 1800 Gateway Drive, Suite 300, San Mateo, California 94404 ("Tenant"). Landlord and Tenant hereby agree as follows:
