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EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as
of September 30, 1998, by and among QuadraMed Corporation, a Delaware
corporation ("QuadraMed"), IMN Corp., an Arkansas corporation ("IMN") and
Xxxxxxxxxx Investments, Inc., a Delaware corporation, Xxx X. Xxxxxxxxxx, Xx.,
Xxx X. Xxxxxxxxxx, Xx. and PKS Healthcare Systems, Inc., the sole shareholders
of IMN (the "Shareholders") at the time each such Shareholder becomes a holder
of the Common Stock of QuadraMed (each a "Stockholder" and collectively, the
"Stockholders"), and when each such party executes a counterpart signature page
hereto.
WHEREAS, pursuant to that certain Acquisition Agreement and Plan of
Merger by and among QuadraMed, IMN Acquisition Corp., a Delaware corporation
("Acquisition Corp."), on the one hand, and IMN, on the other hand, dated as of
September 30, 1998 (the "Merger Agreement"), (i) Acquisition Corp. shall be
merged with and into IMN (the "Merger"), and (ii) by virtue of the Merger, the
Shareholders shall receive an amount of shares of QuadraMed's Common Stock (the
"Shares") in exchange for each issued and outstanding share of IMN Common Stock.
WHEREAS, QuadraMed desires to grant certain registration rights for the
Shares, and QuadraMed and the Stockholders desire that this Agreement shall
govern the rights of the Stockholders to cause QuadraMed to register the Shares,
as well as certain other matters 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. Definitions.
(a) The terms "register", "registered," and "registration" refer
to a registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act (as defined below), and
the declaration or ordering of effectiveness of such registration statement or
document.
(b) The term "Registrable Securities" means (i) the Shares issued
to the Stockholders pursuant to the Merger Agreement and (ii) any Common Stock
issued or issuable with respect to the securities referred to in clause (i) by
way of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization. As to
any particular Registrable Securities, such securities will cease to be
Registrable Securities when they have been distributed to the public
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pursuant to an offering registered under the Securities Act or sold to the
public through a broker, dealer or market maker in compliance with any exemption
under the Securities Act, including, without limitation, Rule 144 promulgated by
the SEC (as defined below) under the Securities Act (or any similar rule then in
force).
(c) A person will be deemed to be a "Holder" of Registrable
Securities whenever such person owns or has the right to acquire directly or
indirectly such Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitation upon the exercise of such right,) whether or not such
acquisition has actually been effected.
(d) The term "Form S-3" means such form under the Securities Act
as in effect on the date hereof or any comparable or successor form under the
Securities Act subsequently adopted by the SEC which permits inclusion or
incorporation of substantial information by reference to other documents filed
by QuadraMed with the SEC.
(e) The term "Securities Act" means the Securities Act of 1933,
as amended.
(f) The term "1934 Act" means the Securities Exchange Act of
1934, as amended.
(g) The term "SEC" means the Securities and Exchange Commission.
2. Registration.
(a) QuadraMed shall prepare and agrees that on or prior to
January 1, 1999, it will file with the SEC a Registration Statement on Form S-3
(or, if Form S-3 is not then available, on such form of Registration Statement
as is then available under the Securities Act) to register all the QuadraMed
Shares issued to the Shareholders as the Closing Consideration.
(b) Eligibility for Form S-3. QuadraMed represents and warrants
that it meets the registrant eligibility and transaction requirements for the
use of Form S-3 for registration of the sale by the Holders of the Registrable
Securities and QuadraMed shall file all reports required to be filed by
QuadraMed with the SEC in a timely manner so as to maintain such eligibility for
the use of Form S-3.
3. Obligations of QuadraMed. In connection with the registration of the
Registrable Securities, QuadraMed shall have the following obligations:
(a) Prepare and file with the SEC registration statements with
respect to such Registrable Securities and use its best efforts to cause
such registration statements to become effective as soon as practicable
after filing and, upon the request of the
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Holders of a majority of the Registrable Securities registered
thereunder, keep such registration statements effective at all times
until the later of (i) one (1) year and (ii) such time as the
Stockholders may freely transfer their Shares in compliance with federal
and applicable state securities laws without the limitations and
qualifications as placed upon Affiliates of QuadraMed, as that term is
defined under the Securities Act.
(b) Prepare and file with the SEC such amendments and supplements
to such registration statements and the prospectus used in connection
with such registration statements as may be necessary to keep the
registration statements effective at all times and to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statements.
(c) Furnish to the Stockholders and their legal counsel promptly
after the same is prepared and publicly distributed, filed with the SEC,
or received by QuadraMed, one (1) copy of any registration statement and
any amendment thereto, each preliminary prospectus and prospectus and
each amendment or supplement thereto. QuadraMed shall also furnish to
the Holders such numbers of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned
by them.
(d) Immediately notify each Holder by facsimile of the
effectiveness of the registration statement or any post-effective
amendment. QuadraMed will promptly respond to any and all comments
received from the SEC, with a view towards causing any registration
statement or any amendment thereto to be declared effective by the SEC
as soon as practicable and shall promptly file an acceleration request
as soon as practicable following the resolution or clearance of all SEC
comments, or, if applicable, following notification by the SEC that the
registration statement or any amendment thereto will not be subject to
review. QuadraMed hereby agrees to keep the Stockholders apprised of the
status of the registration statements.
(e) Use its best efforts to (i) register and qualify the
securities covered by such registration statements under such other
securities or blue sky laws of such jurisdictions as shall be reasonably
requested by the Holders, (ii) prepare and file in those jurisdictions
such amendments (including post-effective amendments) and supplements to
such registrations and qualifications as may be necessary to maintain
the effectiveness thereof and (iii) take such other actions as may be
necessary to maintain such registrations and qualifications in effect at
all times, provided that QuadraMed shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file
a general consent to service of process in any such states or
jurisdictions.
(f) As promptly as practicable, QuadraMed shall notify each
Holder of Registrable Securities covered by such registration statements
at any time when a
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prospectus relating thereto is required to be delivered under the
Securities Act of the happening of any event as a result of which the
prospectus included in such registration statements, as then in effect,
includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing and QuadraMed shall use its reasonable best efforts promptly to
prepare a supplement or amendment to the registration statements to
correct such untrue statement or omission, and deliver such number of
copies of such supplement or amendment to each Holder as such Holder may
reasonably request.
(g) Use its reasonable best efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a registration
statement, and, if such an order is issued, to obtain the withdrawal of
such order as soon as practicable and to notify each Holder who holds
Registrable Securities being sold (or, in the event of an underwritten
offering, the managing underwriters) of the issuance of such order and
the resolution thereof.
(h) Permit counsel designated by the Stockholders to review the
registration statements and all amendments and supplements thereto (as
well as all requests for acceleration or effectiveness thereof) a
reasonable period of time prior to their filing with the SEC. The
sections of the registration statements covering information with
respect to the Holders, the Holders' beneficial ownership of securities
of QuadraMed or the Holders intended method of disposition of
Registrable Securities shall conform to the information provided to
QuadraMed by each of the Holders.
(i) Hold in confidence and not make any disclosure of information
concerning any Holder provided to QuadraMed unless (i) disclosure of
such information is necessary to comply with federal or state securities
laws, (ii) the disclosure of such information is necessary to avoid or
correct a misstatement or omission in any registration statement, (iii)
the release of such information is ordered pursuant to a subpoena or
other order from a court of governmental body of competent jurisdiction
or (iv) such information has been made generally available to the public
other than by disclosure in violation of this or any other agreement.
QuadraMed agrees that it shall, upon learning that disclosure of such
information concerning a Holder is sought in or by a court of
governmental body of competent jurisdiction or through other means, give
prompt notice to such Holder prior to making such disclosure, and allow
the Holder, at its expense, to take appropriate action to prevent
disclosure of, or to obtain a protective order for, such information.
(j) QuadraMed shall (i) cause all the Registrable Securities
covered by the registration statements to be listed on each national
securities exchange on which securities of the same class or series
issued by QuadraMed are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such
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exchange, or (ii) secure the designation and quotation, of all the
Registrable Securities covered by the registration statement on the
Nasdaq National Market.
(k) Provide a transfer agent and registrar, which may be a single
entity, for the Registrable Securities not later than the effective date
of the registration statements.
(l) Cooperate with the Holders who hold Registrable Securities
being offered and the managing underwriter or underwriters, if any, to
facilitate the timely preparation and delivery of certificates (not
bearing any restrictive legends) representing Registrable Securities to
be offered pursuant to the registration statements and enable such
certificates to be in such denominations or amounts, as the case may be,
as the managing underwriter or underwriters, if any, or the Holders may
reasonably request and registered in such names as the managing
underwriter or underwriters, if any, or the Holders may request, and,
within three (3) business days after a registration statement which
includes Registrable Securities is ordered effective by the SEC,
QuadraMed shall deliver, and shall cause legal counsel selected by
QuadraMed to deliver, to the transfer agent for the Registrable
Securities (with copies to the Holders whose Registrable Securities are
included in such registration statement) a letter of instruction and an
opinion of such counsel in the usual and customary form and satisfactory
to such transfer agent.
(m) In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter of such offering. Each
Holder participating in such underwriting shall also enter into and
perform its obligations under such an agreement.
(n) Furnish, at the request of any Holder requesting registration
of Registrable Securities pursuant to this Agreement, on the date that
such Registrable Securities are delivered to the underwriters for sale
in connection with a registration pursuant to this Agreement, if such
securities are being sold through underwriters, or, if such securities
are not being sold through underwriters, on the date that the
registration statement with respect to such securities becomes
effective, (i) an opinion, dated such date, of the counsel representing
QuadraMed for the purposes of such registration, in form and substance
as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Holders
requesting registration of Registrable Securities and (ii) a letter
dated such date, from the independent certified public accountants of
QuadraMed, in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Holders
requesting registration of Registrable Securities.
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4. Furnish Information.
It shall be a condition precedent to the obligations of QuadraMed
to complete the registration pursuant to this Agreement with respect to the
Registrable Securities of any selling Holder that such Holder shall furnish to
QuadraMed such information regarding itself, the Registrable Securities held by
it, and the intended method of disposition of such securities as shall be
reasonably required to effect the registration of such Holder's Registrable
Securities.
5. Expenses of Registration.
(a) All expenses incident to QuadraMed's performance or
compliance with the Agreement, including, without limitation, all registration,
filing, listing and qualification fees, printer's fees and fees and
disbursements of counsel, independent certified public accountants and all other
persons retained by QuadraMed and all fees and expenses for separate counsel, if
any, retained by the holders of the Registrable Securities in connection with
such registration (collectively, the "Registration Expenses"), will be borne by
QuadraMed.
(b) Notwithstanding the foregoing, the Holders of the Registrable
Securities shall be obligated to pay, pro rata among the Holder of the
Registrable Securities on the basis of the number of securities owned by each
such Holder, the underwriting discounts, commissions and fees relating to the
Registrable Securities included in any registration hereunder.
6. Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of the Agreement.
7. Indemnification. In the event any Registrable Securities are included
in a registration statement under this Agreement:
(a) To the extent permitted by law, QuadraMed will indemnify,
hold harmless and defend (i) each Holder or Stockholder, (ii) the
directors, officers, partners, employees, agents and each other person
who controls any Holder or Stockholder within the meaning of the
Securities Act or the 0000 Xxx, (xxx), any underwriter (as defined in
the Securities 0000 Xxx) for the Holders and (iv) the directors,
officers, partners, employees, and each person, if any, who controls any
such underwriter within the meaning of the Securities Act or the 1934
Act, if any (each, an "Indemnified Person"), against any losses, claims,
damages, liabilities or expenses (joint or several, collectively,
together with actions, proceedings or inquiries by any regulatory or
self-regulatory organization, whether commenced or threatened, in
respect thereof, and collectively the "Claims") to which any of them may
become
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subject under the Securities Act, the 1934 Act or other federal or state
law, insofar as such Claims arise out of or are based upon any of the
following statements, omissions or violations (collectively a
"Violation"): (i) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) the omission or alleged omission
to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading or (iii) any
violation or alleged violation by QuadraMed of the Securities Act, the
1934 Act, any state securities law or other law or any rule or
regulation promulgated under the Securities Act or the 1934 Act or any
state securities law or other law; and QuadraMed will pay to each such
Indemnified Person, as incurred, any legal or other expenses reasonably
incurred such Indemnified Person in connection with investigating or
defending any such Claim; provided, however, that the indemnity
agreement contained in this subsection 7(a) shall not apply to amounts
paid in settlement of any such Claim if such settlement is effected
without the consent of QuadraMed (which consent shall not be
unreasonably withheld), nor shall QuadraMed be liable in any such case
for any such Claim to the extent that it arises out of or is based upon
a Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such
registration by any such Holder.
(b) In connection with any registration statement in which a
Holder is participating, to the extent permitted by law, each such selling
Holder severally and not jointly will indemnify and hold harmless QuadraMed,
each of its directors, each of its officers who has signed the registration
statement, any underwriter, any other Holder selling securities in such
registration statement and any controlling person of any such underwriter or
other Holder and each person, if any, who controls QuadraMed within the meaning
of the Securities Act, against any losses, claims, damages or liabilities (joint
or several) to which any of the foregoing persons may become subject, under the
Securities Act or the 1934 Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise out
of or are based upon any Violation by such Holder, in each case to the extent
(and only to the extent) that such Violation occurs by reason of reliance upon
and in conformity with written information furnished to QuadraMed by such Holder
expressly for use in connection with such registration; and each such Holder
will pay, as incurred, any legal or other expenses reasonably incurred by any
person intended to be indemnified pursuant to this subsection 7(b), in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this subsection 7(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder, which consent shall not be unreasonably
withheld, provided, further, however, that the Holder shall be liable under this
Agreement (including this subsection 7(b) and Section 8 below) only for that
amount as does not exceed the net proceeds to such Holder as a result of the
sale of Registrable Securities pursuant to such registration statement.
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(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a Claim in respect thereof
is to be made against any indemnifying party under this Section 7, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel (to
be selected by Holders holding a majority of the Registrable Securities included
in the Registration Statements), with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action, if prejudicial to its ability to defend such action, shall
relieve such indemnifying party to the extent of such prejudice of any liability
to the indemnified party under this Section 7, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 7.
(d) No indemnifying party, in the defense of any Claim arising
out of a Violation shall, except with the consent of each indemnified party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect to such
Claim and, in the event the terms of such judgment or settlement include any
term other than the payment by the indemnifying party of money damages, the
indemnifying party shall not so consent or enter into such a settlement without
the consent of each indemnified party (which will not be unreasonably withheld)
whether or not the terms thereof include such a release.
(e) The obligations of QuadraMed and Holders under this Section 7
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Agreement, and otherwise.
8. Contribution. To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable under Section 7 above to the fullest extent permitted by law; provided,
however, that (i) no contribution shall be made under circumstances where the
maker would not have been liable for indemnification under the fault standards
set forth in Section 7 above, (ii) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of Registrable
Securities who was not guilty of such fraudulent misrepresentation and (iii)
contribution
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(together with any indemnification or other obligations under this Agreement) by
any seller of Registrable Securities shall be limited in amount to the net
amount of proceeds received by such seller from the sale of such Registrable
Securities.
9. Reports Under 1934 Act. With a view to making available to the
Holders the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of QuadraMed to the public without registration or pursuant to a
registration on Form S-3, QuadraMed agrees to:
(a) Make and keep public information available, as those terms
are understood and defined in SEC Rule 144;
(b) File with the SEC in a timely manner all reports and other
documents required of QuadraMed under the Securities Act and the 1934
Act; and
(c) Furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement
by QuadraMed that it has complied with the reporting requirements of SEC
Rule 144, Securities Act and the 1934 Act or that it qualifies as a
registrant whose securities may be resold pursuant to Form S-3, (ii) a
copy of the most recent annual or quarterly report of QuadraMed and such
other reports and documents so filed by QuadraMed, and (iii) such other
information as may be reasonably requested in availing any Holder of any
rule or regulation of the SEC which permits the selling of any such
securities without registration or pursuant to such form.
10. Assignment of Registration Rights. A Holder may assign its rights
under this Agreement (but only with all related obligations) to a transferee or
assignee of such securities, provided that, within a reasonable time after such
transfer, QuadraMed is furnished with written notice of the name and address of
such transferee or assignee and the securities with respect to which such
registration rights are being assigned; and provided, further, that such
assignment shall be effective only if immediately following such transfer the
further disposition of such securities by the transferee or assignee is
restricted under the Securities Act.
11. Amendment of Registration Rights. Any provision of the Agreement may
be amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of QuadraMed and, so long as the initial owners continue to be
Holders of the Registrable Securities, all of such Holders, and thereafter, the
Holders of a majority of the Registrable Securities then outstanding. Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon each Holder of any Registrable Securities then outstanding, each future
holder of all such Registrable Securities and QuadraMed.
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12. Miscellaneous.
(a) Successors and Assigns. All covenants and agreements in the
Agreement by or on behalf of any of the parties hereto will bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of the Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities.
(b) Counterparts; Facsimile. This Agreement may be executed in
any number of counterparts and any party hereto may execute any such
counterpart, each of which when executed and delivered shall be deemed to be an
original and all of which counterparts taken together shall constitute but one
and the same instrument. This Agreement shall become effective, and binding upon
QuadraMed on the date hereof and upon each Holder when such Holder signs and
returns the acknowledgment in the form of Exhibit A attached hereto.
(c) Descriptive Headings; Interpretation. The descriptive
headings of this Agreement are inserted for convenience only and do not
constitute a section of this Agreement.
(d) Severability. Whenever possible each provision and term of
this Agreement will be interpreted in a manner to be effective and valid but if
any provision or term of this Agreement is held to be prohibited by law or
invalid, then such provision or term will be ineffective only to the extent of
such prohibition or invalidity, without invalidating or affecting in any manner
whatsoever the remainder of such provision or term or the remaining provisions
or terms of this Agreement. If any of the covenants set forth in this Agreement
are held to be unreasonable, arbitrary or against public policy, such covenants
will be considered divisible with respect to scope, time and geographic area,
and in such lesser scope, time and geographic area, will be effective, binding
and enforceable against the parties hereto.
(e) Governing Law. The Agreement shall be governed by the laws of
the State of Delaware, without regard to the conflicts of law principles.
(f) Entire Agreement. This Agreement and the Merger Agreement
constitute the entire agreement between the parties with respect to the subject
matter of this Agreement and supersede all prior written and oral agreements and
understandings between QuadraMed, on the one hand, and the Holders and IMN, on
the other hand, with respect to the subject matter of this Agreement. This
Agreement may not be amended except by a written agreement executed by the party
to be charged with the amendment.
(g) Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon receipt by the party to be notified at such party's
address set forth at the end of this
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Agreement or at such other address as such party shall have furnished QuadraMed
in writing, or, until any such party so furnishes an address to QuadraMed, then
to and at the address of the last holder of the Shares covered by this Agreement
who has so furnished an address to QuadraMed.
(h) Delays or Omissions; Remedies Cumulative. It is agreed that
no delay or omission to exercise any right, power or remedy accruing to the
parties, upon any breach or default of QuadraMed under this Agreement, shall
impair any such right, power or remedy, nor shall it be construed to be a waiver
of any such breach of default, or any acquiescence therein, or of any similar
breach or default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. It is further agreed that any waiver, permit, consent
or approval of any kind or character by a party of any breach or default under
this Agreement, or any waiver by a party of any provisions or conditions of this
Agreement must be in writing and shall be effective only to the extent
specifically set forth in writing and that all remedies, either under this
Agreement, or by law or otherwise afforded to a party, shall be cumulative and
not alternative.
(i) Further Assurances. Each party shall do and perform, or cause
to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents,
as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
(j) Actions by Holders. Whenever any action, consent or other
determination is required on the part of the Holders to be made pursuant to this
Agreement, such determination shall be made by the Holders of the majority of
Registrable Securities then outstanding.
(Remainder of Page Intentionally Left Blank)
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IN WITNESS WHEREOF, the parties have duly executed this Registration
Rights Agreement as of the date first written above.
QUADRAMED CORPORATION
By: _____________________________________
Name:____________________________________
Title:___________________________________
IMN CORP.
By: _____________________________________
Name:____________________________________
Title:___________________________________
[SIGNATURE PAGE
TO THE REGISTRATION RIGHTS AGREEMENT]
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STOCKHOLDER SIGNATURE PAGE
TO THE REGISTRATION RIGHTS AGREEMENT
Dated as of September 30, 1998
IN WITNESS WHEREOF, the party below has duly executed this Registration
Rights Agreement effective as of the date first written above.
By:______________________________________
Print Name:______________________________
_________________________________________
Date:____________________________________
Address:_________________________________
_________________________________________
_________________________________________
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SCHEDULE "A"
SHAREHOLDERS
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