AGREEMENT AND PLAN OF MERGER BY AND AMONG NIGHTINGALE INFORMATIX CORPORATION VIPER ACQUISITION CORPORATION AND VANTAGEMED CORPORATION Dated as of February 16, 2007Merger Agreement • February 20th, 2007 • Vantagemed Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 16, 2007, by and among Nightingale Informatix Corporation, a corporation existing under the laws of the Province of Ontario (“Parent”), Viper Acquisition Corporation, a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and VantageMed Corporation, a Delaware corporation (the “Company”).
EXHIBIT A-1 FORM OF COMPANY VOTING AGREEMENTVoting Agreement • February 20th, 2007 • Vantagemed Corp • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February , 2007, by and between Nightingale Informatix Corporation, a corporation existing under the laws of the Province of Ontario (“Parent”), and the undersigned stockholder and/or optionholder of the Company (the “Stockholder”) of VantageMed Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the representative meanings assigned to them in the Merger Agreement (as defined below).
FORM OF COMPANY VOTING AGREEMENTVoting Agreement • February 20th, 2007 • Vantagemed Corp • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February ___, 2007, by and between Nightingale Informatix Corporation, a corporation existing under the laws of the Province of Ontario (“Parent”), and the undersigned stockholder and/or optionholder (the “Stockholder”) of VantageMed Corporation, a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the representative meanings assigned to them in the Merger Agreement (as defined below).
