0000947871-09-000799 Sample Contracts

VOTING AGREEMENT
Voting Agreement • December 17th, 2009 • Francisco Partners II LP • Services-computer programming services • Delaware

VOTING AGREEMENT (this “Agreement”), dated as of December __, 2009, by and among Bavaria Holdings Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of QuadraMed Corporation, a Delaware corporation (the “Company”), identified on the signature page hereto.

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AGREEMENT AND PLAN OF MERGER by and among QUADRAMED CORPORATION, BAVARIA HOLDINGS INC. and BAVARIA MERGER SUB, INC. Dated as of December 7, 2009
Merger Agreement • December 17th, 2009 • Francisco Partners II LP • Services-computer programming services • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of December 7, 2009 (this “Agreement”), by and among QUADRAMED CORPORATION, a Delaware corporation (“Company”), BAVARIA HOLDINGS INC., a Delaware corporation (“Parent”), and BAVARIA MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

JOINT FILING AGREEMENT
Joint Filing Agreement • December 17th, 2009 • Francisco Partners II LP • Services-computer programming services

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, we, the signatories of the statement on Schedule 13D to which this joint filing agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.

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