I Many Inc Sample Contracts

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CONTENTS
Share Purchase Agreement • April 24th, 2001 • I Many Inc • Services-business services, nec
EXHIBIT 1 FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • June 30th, 2000 • I Many Inc • Services-business services, nec • New York
WARRANT TO PURCHASE COMMON STOCK OF I-MANY, INC.
Warrant Agreement • August 14th, 2001 • I Many Inc • Services-business services, nec • Illinois
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED DECEMBER 30, 1999,
Registration Rights Agreement • March 13th, 2000 • I Many Inc • New York
BY AND AMONG I-MANY, INC.,
Agreement and Plan of Merger • August 30th, 2001 • I Many Inc • Services-business services, nec • Delaware
I-MANY INC.
Warrant Agreement • June 30th, 2000 • I Many Inc • Services-business services, nec • Delaware
ARTICLE I. DEFINITIONS
Securities Purchase Agreement • February 28th, 2002 • I Many Inc • Services-business services, nec • New York
I-MANY INC.
Warrant Agreement • June 30th, 2000 • I Many Inc • Services-business services, nec • Delaware
BETWEEN
Lease Agreement • March 13th, 2000 • I Many Inc • New Jersey
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 31st, 2007 • I Many Inc • Services-prepackaged software • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 31, 2007, by and among I-many, Inc., a Delaware corporation, with headquarters located at 399 Thornall Street, 12th Floor, Edison, New Jersey 08837 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

PREAMBLE
Stockholders' Agreement • March 13th, 2000 • I Many Inc • New York
RECITALS
Merger Agreement • November 14th, 2000 • I Many Inc • Services-business services, nec • Delaware
Amendment No. 2 to
Registration Rights Agreement • June 30th, 2000 • I Many Inc • Services-business services, nec
BY AND AMONG I-MANY, INC.,
Merger Agreement • April 8th, 2002 • I Many Inc • Services-business services, nec • Delaware
Contract
Securities Agreement • November 2nd, 2006 • I Many Inc • Services-prepackaged software

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 2nd, 2006 • I Many Inc • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 1, 2006, among I-many, Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 2nd, 2008 • I Many Inc • Services-prepackaged software • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 31, 2007, by and among I-many, Inc., a Delaware corporation, with headquarters located at 399 Thornall Street, 12th Floor, Edison, New Jersey 08837 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 2nd, 2006 • I Many Inc • Services-prepackaged software • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 1, 2006, by and among I-many, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each, an “Investor” and collectively, the “Investors”).

AGREEMENT AND PLAN OF MERGER by and among SAPPHIRE STRIPE HOLDINGS, INC., SAPPHIRE STRIPE ACQUISITION COMPANY and I-MANY, INC. Dated as of April 29, 2009
Merger Agreement • April 30th, 2009 • I Many Inc • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of April 29, 2009, by and among Sapphire Stripe Holdings, Inc., a Delaware corporation (the “Buyer”), Sapphire Stripe Acquisition Company, a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and I-many, Inc., a Delaware corporation (the “Company”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 31st, 2007 • I Many Inc • Services-prepackaged software • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2007, by and among I-many, Inc., a Delaware Corporation, with headquarters located at 399 Thornall Street, 12th Floor, Edison, New Jersey 08837 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

SEVERANCE AGREEMENT
Severance Agreement • March 30th, 2009 • I Many Inc • Services-prepackaged software • New Jersey

This Severance Agreement (“Agreement”) is made as of March 6, 2009 by and between I-many, Inc., a Delaware corporation having its principal place of business at 399 Thornall Street Edison, New Jersey 08837 (the “Company”), and Kevin M. Harris, a resident of Moorestown, New Jersey (“Executive”).

I-MANY, INC. WARRANT
Securities Agreement • February 28th, 2002 • I Many Inc • Services-business services, nec
AGREEMENT AND PLAN OF MERGER among SELECTICA, INC., INDIGO MERGER CORPORATION and I-MANY, INC. Dated as of December 3, 2004
Merger Agreement • December 9th, 2004 • I Many Inc • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF MERGER dated as of December 3, 2004 (this “Agreement”) among Selectica, Inc., a Delaware corporation (“Parent”), Indigo Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and I-many, Inc., a Delaware corporation (the “Company”).

ASSET PURCHASE AGREEMENT by and among Global Healthcare Exchange, LLC, Global Healthcare Exchange, Inc. and I-many Validation Corporation January 5, 2008
Asset Purchase Agreement • February 20th, 2008 • I Many Inc • Services-prepackaged software • New York

This ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of January 5, 2008 among Global Healthcare Exchange, LLC, a Delaware limited liability company (“GHX LLC”), Global Healthcare Exchange, Inc., a Delaware corporation (“GHX Inc.” and, together with GHX LLC, the “Sellers”) and I-many Validation Corporation, a Delaware corporation (the “Buyer”). The Sellers and the Buyer are referred to collectively herein as the “Parties.”

SUBLEASE between
Sublease Agreement • March 13th, 2000 • I Many Inc • New Jersey
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