0000950144-06-010420 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among MCKESSON CORPORATION PACKET MERGER SUB INC. and PER-SE TECHNOLOGIES, INC. Dated as of November 5, 2006

Merger Agreement • November 8th, 2006 • Per Se Technologies Inc • Services-computer processing & data preparation • Delaware

• Contract Type
  Merger Agreement
• Filed
  November 8th, 2006
• Company
  Per Se Technologies Inc
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER, dated as of November 5, 2006, among MCKESSON CORPORATION, a Delaware corporation (“Parent”), PACKET MERGER SUB INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and PER-SE TECHNOLOGIES, INC., a Delaware corporation (the “Company”).

VOTING AGREEMENT

Voting Agreement • November 8th, 2006 • Per Se Technologies Inc • Services-computer processing & data preparation • Delaware

• Contract Type
  Voting Agreement
• Filed
  November 8th, 2006
• Company
  Per Se Technologies Inc
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  Delaware

VOTING AGREEMENT, dated as of November 5, 2006 (this “Agreement”), by and among VALUEACT CAPITAL MASTER FUND, L.P., VA PARTNERS, L.L.C., VALUEACT CAPITAL MANAGEMENT, L.P. (each of the foregoing, a “Stockholder” and, collectively, the “Stockholders”), MCKESSON CORPORATION, a Delaware corporation (“Parent”), and solely for the purposes of Section 5.02 hereof, PER-SE TECHNOLOGIES, INC., a Delaware corporation (the “Company”).