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EXHIBIT 2.2
FIRST AMENDMENT
TO
ACQUISITION AGREEMENT AND PLAN OF MERGER
This First Amendment to Acquisition Agreement and Plan of Merger (the
"First Amendment") is dated March 3, 1999 by and among QuadraMed Corporation, a
Delaware corporation ("QuadraMed"), and Compucare Acquisition Corporation, a
Delaware corporation ("Acquisition Co."), on the one hand, and The Compucare
Company, a Delaware corporation (the "Company"), and the individuals and
entities set forth on Schedule "A" attached hereto, who are certain of the
stockholders of the Company (the "Stockholders") and who collectively own
ninety-eight and 1/10 percent (98.10%) of the issued and outstanding Company
Series A Preferred Stock, one hundred percent (100%) of the issued and
outstanding Company Series B Preferred Stock and ninety-two percent (92.00%) of
the issued and outstanding Company Common Stock, on the other hand.
WHEREAS, the parties hereto have previously entered into that certain
Acquisition Agreement and Plan of Merger dated February 3, 1999 (the "Original
Agreement"), pursuant to which the Stockholders shall exchange each share of
Company Stock held thereby for newly issued shares of QuadraMed Common Stock and
Acquisition Co. shall be merged with and into the Company.
WHEREAS, the parties hereto desire to amend the Original Agreement as
set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by each signatory hereto, it is agreed as
follows:
1. The parties hereto acknowledge and agree that the Closing
Consideration for the transactions contemplated by this Agreement shall be as
summarized and set forth on Xxxxxxx "X- 0" xxxxxxxx hereto and incorporated
herein by this reference.
2. In the first WHEREAS clause and in Section 3.5, the references to the
number of outstanding shares of Common Stock of the Company shall be changed
from 7,257,321 to 7,287,439.
3. Section 1.3 of the Original Agreement is hereby amended in its
entirety to read as follows:
"Closing" shall mean the closing of the transactions contemplated in
this Agreement, which shall occur on March 3, 1999."
4. Section 1.13 of the Original Agreement is hereby amended in its
entirety to read as follows:
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"Conversion Ratio" shall mean 0.19804, the quotient obtained by
dividing the aggregate number of QuadraMed Shares (as defined below) delivered
as the Common Closing Consideration by the number of shares of Company Common
Stock outstanding immediately prior to the Effective Date (as defined below)."
5. Section 1.22 of the Original Agreement is hereby amended in its
entirety to read as follows:
"Fair Market Value" with respect to each of the QuadraMed Shares
shall mean $24.7833."
6. Section 1.42 of the Original Agreement is hereby amended in its
entirety to read as follows:
"Series A Preference Amount" shall mean an aggregate amount
equal to $18,454,492."
7. Section 12.2(b) of the Original Agreement is hereby amended in its
entirety to read as follows:
"(b) The Stockholders shall have no liability with respect to the
matters described in Section 12.2(a)(i) or (ii) above unless and until the
aggregate amount of Losses pursuant to subsections (i) or (ii) equals or exceeds
$500,000 (the "First Threshold Amount"). At such time as the aggregate Losses
equals or exceeds the First Threshold Amount, QuadraMed and Acquisition Co.
shall be indemnified to the full extent of all such Losses (including Losses
counted in determining whether the aggregate Losses equals or exceeds the
Threshold Amount). The Stockholders shall have no liability with respect to the
AvMed Claim, the Brink Claim, the Regence Claim and/or any and all other claims
against the Subsidiary or the Company by or on behalf of any HSII Installing
Clients (as defined in Schedule 3.20) unless and until the aggregate amount of
Losses with respect thereto equals or exceeds $3,100,000 (the "Second Threshold
Amount"). At such time as the aggregate Losses pursuant to the claims specified
in the previous sentence equal or exceed the Second Threshold Amount, QuadraMed
and Acquisition Co. shall be indemnified solely to the extent such Losses exceed
the Second Threshold Amount. The Stockholders shall have no liability with
respect to the Sunquest Claim unless and until the aggregate amount of Losses
with respect thereto equals or exceeds $2,500,000 (the "Third Threshold
Amount"). At such time as the aggregate Losses attributable to the Sunquest
Claim equal or exceed the Third Threshold Amount, QuadraMed and Acquisition Co.
shall be indemnified solely to the extent such Losses exceed the Third Threshold
Amount. The maximum liability for indemnification by the Stockholders under this
Article XII shall in no event exceed the Escrow Fund; provided, however, that
this section shall not apply to any intentional misrepresentation or intentional
breach by the Stockholders of any representation, warranty, covenant or
obligation."
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8. All capitalized terms used in this First Amendment and not otherwise
defined shall have the meaning assigned such term in the Original Agreement.
Except as expressly amended hereby, all other terms and conditions of the
Original Agreement shall remain in full force and effect.
9. This First Amendment may be executed in one or more counterparts, all
of which when fully-executed and delivered by all parties hereto and taken
together shall constitute a single agreement, binding against each of the
parties. To the maximum extent permitted by law or by any applicable
governmental authority, any document may be signed and transmitted by facsimile
with the same validity as if it were an ink-signed document. Each signatory
below represents and warrants by his or her signature that he or she is duly
authorized (on behalf of the respective entity for which such signatory has
acted) to execute and deliver this instrument and any other document related to
this transaction, thereby fully binding each such respective entity.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have duly executed this First Amendment
as of the date first written above.
QUADRAMED QUADRAMED CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------------
Xxxxx X. Xxxxxxx, Executive Vice President, Chief
Financial Officer and General Counsel
ACQUISITION CO. COMPUCARE ACQUISITION CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------------
Xxxxx X. Xxxxxxx, Secretary
COMPANY THE COMPUCARE COMPANY
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------------------------
Name: Xxxxxxx X. Xxxx
-----------------------------------------------------
Title: CEO
----------------------------------------------------
[SIGNATURE PAGE TO FIRST AMENDMENT TO ACQUISITION AGREEMENT AND PLAN OF MERGER]
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX X. AND XXXXXXXX X. XXXXXXXXXX
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Address:
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
-------------------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
Address:
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX XXXXXXX XXXXXX TRUST, dated 8/28/68
By: /s/ X.X. Xxxxxx
-------------------------------------------------
By: /s/ X.X. Xxxxxxxxxxxx
-------------------------------------------------
Name: X.X. Xxxxxx, Trustee
X.X. Xxxxxxxxxxxx, Trustee
Address: 0000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
CEO VENTURE FUND II
By: Colker and Xxxxxx Management Associates
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing General Partner
Address: 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
CEO VENTURE FUND III
By: Colker and Xxxxxx Management Associates
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing General Partner
Address: 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXX XXXXXX
By: /s/ Xxxxx Xxxxxx
-------------------------------------------------
Name: Xxxxx Xxxxxx
Address: 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX XXXXXXX XXXXXX
By: /s/ Xxxxxx Xxxxxxx Xxxxxx
-------------------------------------------------
Name: Xxxxxx Xxxxxxx Xxxxxx
Address: 0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXX ASSOCIATES
By: Wesson Enterprises, Inc., General Partner
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
Address: c/o Xxxxx Associates
Rockefeller Center
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXX PARTNERS II, L.P.
By: GWW Partners, L.P., General Partner
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: General Partner
Address: c/o Xxxxx Associates
Rockefeller Center
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXX PARTNERS INTERNATIONAL II, L.P.
By: GWW Partners, L.P., Partner
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: General Partner
Address: c/o Xxxxx Associates
Rockefeller Center
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXX X. XXXXXXX
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------------------
Name: Xxxx X. Xxxxxxx
Address: c/o Edison Venture Fund
0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
XxXxxx, XX 00000
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
HCC INVESTMENTS, INC.
By: /s/ Xxxxxx X. XxXxxxxxx
-------------------------------------------------
Name: Xxxxxx X. XxXxxxxxx
Title: Vice President
Address: 000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXX X. XXXXXXX TRUST, dated 11/18/85
By: /s/ X.X. Xxxxxxxxxxxx
-------------------------------------------------
Name: X.X. Xxxxxxxxxxxx, Trustee
Address: 0000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXX X. XXXXXXX XX. TRUST, dated 8/28/68
By: /s/ X.X. Xxxxxx
-------------------------------------------------
By: /s/ X.X. Xxxxxxxxxxxx, Trustee
Name: X.X. Xxxxxx, Trustee
X.X. Xxxxxxxxxxxx, Trustee
Address: 0000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
18
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXX X. XXXXXXX, XX.
By: /s/ Xxxxx X. Xxxxxxx, Xx.
-------------------------------------------------
Name: Xxxxx X. Xxxxxxx, Xx.
Address: 0000 Xxxxx Xxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
IA-II AFFILIATES FUND, L.L.C.
By: /s/ Xxxxxx X. XxXxxxxxx
-------------------------------------------------
Its:
-------------------------------------------------
20
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
INFORMATION ASSOCIATES, L.P.
By: Trident Capital Management, L.L.C.
its general partner
By: /s/ Xxxxxx X. XxXxxxxxx
-------------------------------------------------
Its:
-------------------------------------------------
21
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
INFORMATION ASSOCIATES, C.V.
By: Trident Capital Management, L.L.C.
its investment general partner
By: /s/ Xxxxxx X. XxXxxxxxx
-------------------------------------------------
Its:
-------------------------------------------------
22
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
INFORMATION ASSOCIATES-II, L.P.
By: Trident Capital Management-II, L.L.C.
its general partner
By: /s/ Xxxxxx X. XxXxxxxxx
-------------------------------------------------
Its:
-------------------------------------------------
23
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
JULIET XXX XXXXXXX XXXXXXX TRUST,
dated 8/28/68
By: /s/ X.X. Xxxxxxxxxxxx
-------------------------------------------------
Name: X.X. Xxxxxx
X.X. Xxxxxxxxxxxx, Trustee
Address: 0000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
24
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX XXXXXXX CAPITAL INVESTORS, L.P.
By: MSCP III, L.P., its general partner
By: Xxxxxx Xxxxxxx Capital Partners, III, Inc.
as its general partner and in its capacity
as a stockholder
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title:
Address: Xxxxxx Xxxxxxx Capital Partners III, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx XX 00000
25
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX XXXXXXX CAPITAL PARTNERS III, L.P.
By: MSCP III, L.P., its general partner
By: Xxxxxx Xxxxxxx Capital Partners, III, Inc.,
its general partner
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
Address: Xxxxxx Xxxxxxx Capital Partners III, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx XX 00000
26
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX XXXXXXX VENTURE CAPITAL
FUND II, C.V.
By: Xxxxxx Xxxxxxx Venture Partners II, L.P.,
its general partner
By: Xxxxxx Xxxxxxx Venture Capital II, Inc.,
its managing general partner
By: /s/ Xxx xx Xxxxxx
-------------------------------------------------
Name: Xxx xx Xxxxxx
Title: President
Address: Xxxxxx Xxxxxxx Venture Capital II, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx XX 00000
27
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX XXXXXXX VENTURE CAPITAL FUND
II, L.P.
By: Xxxxxx Xxxxxxx Venture Partners II, L.P.,
its general partner
By: Xxxxxx Xxxxxxx Venture Capital II, Inc.,
its managing general partner
By: /s/ Xxx xx Xxxxxx
-------------------------------------------------
Name: Xxx xx Xxxxxx
Title: President
Address: Xxxxxx Xxxxxxx Venture Capital II, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx XX 00000
28
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX XXXXXXX VENTURE INVESTORS, L.P.
By: Xxxxxx Xxxxxxx Venture Partners II, L.P.,
its general partner
By: Xxxxxx Xxxxxxx Venture Capital II, Inc.
its managing general partner
By: /s/ Xxx xx Xxxxxx
-------------------------------------------------
Name: Xxx xx Xxxxxx
Title: President
Address: Xxxxxx Xxxxxxx Venture Capital II, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx XX 00000
29
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
MSCP III 892 INVESTORS, L.P.
By: MSCP III, L.P., its general partner
By: Xxxxxx Xxxxxxx Capital Partners, III, Inc.,
its general partner
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title:
Address: Xxxxxx Xxxxxxx Capital Partners III, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
30
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXXX X. XXXXXX
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Address: c/o Buchanan Xxxxxxxxx
One Oxford Centre
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, XX 00000-0000
31
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXX XXXXXXXX
By: /s/ X.X. Xxxxxxxx, Xx.
-------------------------------------------------
Name: X.X. Xxxxxxxx, Xx.
Address: 000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
32
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
TRIDENT CAPITAL PARTNERS FUND-I, C.V.
By: Trident Capital, L.P., its investment
general partner
By: Trident Capital, Inc., its general partner
By: /s/ Xxxxxx X. XxXxxxxxx
-------------------------------------------------
Its: Managing Director
-------------------------------------------------
33
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
TRIDENT CAPITAL PARTNERS FUND-I, L.P.
By: Trident Capital, L.P., its general partner
By: Trident Capital, Inc., its general partner
By: /s/ Xxxxxx X. XxXxxxxxx
-------------------------------------------------
Its: Managing Director
-------------------------------------------------
34
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
VENHILL LIMITED PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: General Partner
Address:
35
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
XXXXXXX TABOTT XXXXXXX TRUST, dated 8/28/68
By: /s/ X.X. Xxxxxx
-------------------------------------------------
By: /s/ X.X. Xxxxxxxxxxxx
-------------------------------------------------
Name: X.X. Xxxxxx, Trustee
X.X. Xxxxxxxxxxxx, Trustee
Address: 0000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
36
SCHEDULE "A"
STOCKHOLDERS
Xxxxxxxxxx, Xxxxxx X. and Xxxxxxxx X.
Xxxxxx Xxxxxxx Xxxxxx Trust, dated 8/28/68
CEO Venture Fund II
CEO Venture Fund III
Colker, Xxxxx
Xxxxxx, Xxxxxx Xxxxxxx
Xxxxx Associates
Xxxxx Partners II, L.P.
Galen Partners International II, X.X.
Xxxxxxx, Xxxx X.
HCC Investments, Inc.
Xxxxx X. Xxxxxxx Trust, dated 11/18/85
Xxxxx X. Xxxxxxx, Xx. Trust, dated 8/28/68
Xxxxxxx, Xxxxx X. Xx.
IA-II Affiliates Fund, L.L.C.
Information Associates, L.P.
Information Associates-II, C.V.
Information Associates-II, L.P.
Juliet Xxx Xxxxxxx Xxxxxxx Trust, dated 8/28/68
Xxxxxx Xxxxxxx Capital Investors, X.X.
Xxxxxx Xxxxxxx Capital Partners III, Inc.
Xxxxxx Xxxxxxx Capital Partners III, X.X.
Xxxxxx Xxxxxxx Venture Capital Fund II, X.X.
Xxxxxx Xxxxxxx Venture Capital Fund II, X.X.
Xxxxxx Xxxxxxx Venture Investors, L.P.
MSCP III 892 Investors, X.X.
Xxxxxx, Xxxxxxx X.
Xxxxxxx, Juliet Xxx Xxxxxxx
Xxxxxxxx, Xxxxxx
Trident Capital Partners Fund I, C.V.
Trident Capital Partners Fund I, L.P.
Venhill Limited Partnership
Xxxxxxx Tabott Xxxxxxx Trust, dated 8/28/68
37
EXHIBIT "A-1"
SUMMARY OF CLOSING CONSIDERATION
38
SUMMARY OF CLOSING CONSIDERATION
CAPITALIZATION ANALYSIS
COMPUCARE COMMON STOCK
SHARES
------
Common Stock 7,287,439
Series B Preferred Stock Convertible One for One to Common Stock 3,883,391
COMPUCARE COMMON STOCK EQUIVALENTS
AVG. STRIKE PRICE TOTAL UNDER PLANS CSE BASIS
----------------- ----------------- ---------
Employee Stock Options $ 1.39 2,577,114 1,844,649
Warrants - Series B $ 11.78 19,901 -
Warrants - Series D $ 22.09 13,582 -
Warrants - Series E $ 44.18 56,592 -
Warrants - Series F $ 0.03 33,955 33,747
COMPUCARE 12% SERIES A PREFERRED STOCK
12% Series A Preferred Stock, accreted through
March 2, 1999 ("Series A Preference Amount") $ 18,454,592
SHARE EXCHANGE ANALYSIS
Aggregate Fair Market Value $ 82,500,000
Fair Market Value per QuadraMed Share $ 24.7833
QuadraMed CSE's Offered 3,328,857
QuadraMed Shares Issued for 12% Series A Shares 744,639
Remaining QuadraMed CSEs to Issue 2,584,218
Conversion Ratio 0.19804
