Vantagemed Corp Sample Contracts

EXHIBIT 10.10 WARRANT
Warrant Agreement • November 24th, 1999 • Vantagemed Corp • California
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EXHIBIT 1.1 VantageMed Corporation Common Stock, per value $.001 per share UNDERWRITING AGREEMENT
Underwriting Agreement • January 13th, 2000 • Vantagemed Corp • Services-prepackaged software • New York
EXHIBIT 2.2
Assignment and Assumption Agreement • November 24th, 1999 • Vantagemed Corp • California
RECITALS
Purchase Agreement • June 16th, 2006 • Vantagemed Corp • Services-prepackaged software • New York
EXHIBIT 10.12 VANTAGEMED
Consulting Agreement • November 24th, 1999 • Vantagemed Corp • California
WARRANT
Warrant Agreement • January 13th, 2000 • Vantagemed Corp • Services-prepackaged software • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 18th, 2005 • Vantagemed Corp • Services-prepackaged software • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 15 day of March, 2005 by and among VantageMed Corporation, a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

PURCHASE AGREEMENT
Purchase Agreement • March 18th, 2005 • Vantagemed Corp • Services-prepackaged software • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 15 day of March, 2005 by and among VantageMed Corporation, a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

LOGO]
Standard Industrial/Commercial Multi-Tenant Lease • November 24th, 1999 • Vantagemed Corp
WARRANT
Warrant Agreement • January 13th, 2000 • Vantagemed Corp • Services-prepackaged software • California
AGREEMENT AND PLAN OF MERGER BY AND AMONG NIGHTINGALE INFORMATIX CORPORATION VIPER ACQUISITION CORPORATION AND VANTAGEMED CORPORATION Dated as of February 16, 2007
Merger Agreement • February 20th, 2007 • Vantagemed Corp • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 16, 2007, by and among Nightingale Informatix Corporation, a corporation existing under the laws of the Province of Ontario (“Parent”), Viper Acquisition Corporation, a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and VantageMed Corporation, a Delaware corporation (the “Company”).

RECITALS
Indemnity Agreement • November 24th, 1999 • Vantagemed Corp • Delaware
EMPLOYMENT AGREEMENT
Employment Agreement • April 27th, 2006 • Vantagemed Corp • Services-prepackaged software • California

This Employment Agreement (the “Agreement”) is made and entered into by and between VantageMed Corporation (the “Company”) and Liesel Loesch (the “Employee”). The effective date of this Agreement is April 25, 2006 (the “Effective Date”). This agreement supersedes all previous agreements between the parties, including the offer of employment dated January 2, 2003, as the Corporate Controller for the Company.

EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2002 • Vantagemed Corp • Services-prepackaged software • California

This Employment Agreement (the "Agreement") is made and entered into by and between VantageMed Corporation (the "Company") and Gregory B. Hill (the "Employee"). The effective date of this Agreement is the date the Agreement is approved by the Company's Board of Directors (the "Board") (the "Effective Date").

EXHIBIT A-1 FORM OF COMPANY VOTING AGREEMENT
Voting Agreement • February 20th, 2007 • Vantagemed Corp • Services-prepackaged software • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February , 2007, by and between Nightingale Informatix Corporation, a corporation existing under the laws of the Province of Ontario (“Parent”), and the undersigned stockholder and/or optionholder of the Company (the “Stockholder”) of VantageMed Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the representative meanings assigned to them in the Merger Agreement (as defined below).

ASSET PURCHASE AGREEMENT By and Between AND VANTAGEMED CORPORATION Dated as of September 19, 2003
Asset Purchase Agreement • November 14th, 2003 • Vantagemed Corp • Services-prepackaged software • Delaware

This ASSET PURCHASE AGREEMENT (together with the recital, the Schedules and Exhibits attached hereto, this “Agreement”) is entered into as of the 19th day of September, 2003 by and between MDC Systems & Services, Inc., a/k/a MDC Services, Inc., a North Carolina corporation (“Purchaser”), and VANTAGEMED Corporation, a Delaware corporation and Trend Sierra Corporation, a Delaware corporation, a wholly-owned subsidiary of VantageMed Corporation (“Seller”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 15th, 2006 • Vantagemed Corp • Services-prepackaged software • Hawaii

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made effective as of February 9, 2006, and is entered into by and between VANTAGEMED CORPORATION, a Delaware corporation, whose address is 11060 White Rock Road, Suite 210, Rancho Cordova, California 95670 (“VMDC”) and PRAXIS, L.P., a Hawaii limited partnership, whose address is Ala Moana Pacific Center, Suite 1800, 1585 Kapiolani Boulevard, Honolulu, Hawaii 96814-4500 (“Praxis”).

SEPARATION AGREEMENT AND RELEASE
Separation Agreement • July 15th, 2005 • Vantagemed Corp • Services-prepackaged software • California

This SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is entered into as of July 11, 2005 (the “Effective Date”) by and between, VantageMed Corporation, a Delaware corporation (the “Company”), and R. Ernest Chastain (“Chastain”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2004 • Vantagemed Corp • Services-prepackaged software • California

This Employment Agreement (the “Agreement”) is made and entered into by and between VantageMed Corporation (the “Company”) and Steve Curd (the “Employee”). The effective date of this Agreement is November 8, 2004 (the “Effective Date”).

FORM OF COMPANY VOTING AGREEMENT
Voting Agreement • February 20th, 2007 • Vantagemed Corp • Services-prepackaged software • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February ___, 2007, by and between Nightingale Informatix Corporation, a corporation existing under the laws of the Province of Ontario (“Parent”), and the undersigned stockholder and/or optionholder (the “Stockholder”) of VantageMed Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the representative meanings assigned to them in the Merger Agreement (as defined below).

SEPARATION AGREEMENT AND RELEASE
Separation Agreement • May 15th, 2002 • Vantagemed Corp • Services-prepackaged software • California

This SEPARATION AGREEMENT AND RELEASE (this "Agreement") is entered into as of April 19, 2002 (the "Effective Date") by and between, VantageMed Corporation, a Delaware corporation (the "Company"), and James Seiler ("Seiler").

SEPARATION AGREEMENT AND RELEASE
Separation Agreement • December 7th, 2004 • Vantagemed Corp • Services-prepackaged software • California

This SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is entered into as of November 30, 2004 (the “Effective Date”) by and between, VantageMed Corporation, a Delaware corporation (the “Company”), and Richard M. Brooks (“Brooks”).

Amendment 1 to the Management Employment Agreement with Joel Harris
Management Employment Agreement • May 15th, 2002 • Vantagemed Corp • Services-prepackaged software

This Amendment 1 is made as of 18 September 2001 by and between VantageMed Corporation, a Delaware Corporation (the Company or VantageMed) and Joel Harris (Employee).

Amendment to Employment Agreement Dated February 18, 2003 Between Richard Altinger and VantageMed Corporation
Employment Agreement • November 8th, 2006 • Vantagemed Corp • Services-prepackaged software

Paragraphs 1 and 2 of the Employment Agreement dated February 18, 2003 between Richard Altinger and VantageMed Corporation is hereby amended to read as follows:

SUBLEASE
Sublease • January 7th, 2005 • Vantagemed Corp • Services-prepackaged software

This Sublease is entered into this 19th day of November, 2004 between Electric Lightwave, LLC (“Sublessor”) and VantageMed Corporation (“Sublessee”).

Amendment 1 to the Management Employment Agreement with James Seiler
Management Employment Agreement • May 15th, 2002 • Vantagemed Corp • Services-prepackaged software

This Amendment 1 is made as of 18 September 2001 by and between VantageMed Corporation, a Delaware Corporation (the Company or VantageMed) and James Seiler (Employee).

BACKGROUND
Merger Agreement • November 24th, 1999 • Vantagemed Corp • California
CONFIDENTIAL SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE OF CLAIMS
Separation Agreement • May 15th, 2002 • Vantagemed Corp • Services-prepackaged software • California

This CONFIDENTIAL SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE OF CLAIMS (this "Agreement") is entered into as of May 13, 2002 (the "Effective Date") by and between, VantageMed Corporation, a Delaware corporation (the "Company"), and Joel Harris ("Harris").

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