AGREEMENT OF LEASE BETWEEN FV OFFICE PARTNERS, L.P. AND MEDECISION, INC. 601 LEE ROAD CHESTERBROOK CORPORATE CENTER® TREDYFFRIN TOWNSHIP CHESTER COUNTY PENNSYLVANIALease Agreement • August 11th, 2006 • MEDecision, Inc.
ContractWarrant Agreement • August 11th, 2006 • MEDecision, Inc. • Pennsylvania
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND LAWS OR, SUBJECT TO SECTION 5.3 HEREOF, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2006 • MEDecision, Inc. • Pennsylvania
THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective the 4th day of September 2002, (the “Effective Date”) by and between MEDecision, Inc., a Pennsylvania corporation (the “Company”), and John H. Capobianco, an individual (“Executive”). The Company desires to retain the services of Executive, and Executive desires to be employed by the Company for the term of this Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2006 • MEDecision, Inc.
THIS AMENDMENT is made on this 18th day of July, 2006 by and between the MEDecision, Inc., a Pennsylvania corporation (the “Company”) and John H. Capobianco (“Executive”).
AMENDMENT TO WARRANT FOR THE PURCHASE OF COMMON STOCKWarrant for the Purchase of Common Stock • August 11th, 2006 • MEDecision, Inc. • Pennsylvania
THIS AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK is made on August 1, 2006 (the “Amendment”) by and between MEDecision, Inc., a Pennsylvania corporation (the “Company”) and Commerce Bank, N.A., the successor by merger to Commerce Bank/Pennsylvania, N.A. (“Commerce”), and amends that certain Warrant for the Purchase of Common Stock dated June 1, 1999 (the “Agreement”) issued by the Company to Commerce. Except as otherwise set forth herein, capitalized terms not otherwise defined herein have the meanings set forth in the Agreement.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT among MEDECISION, INC., THE PERSONS LISTED ON THE SIGNATURE PAGES HERETO AS PARTIES TO THE REGISTRATION RIGHTS AGREEMENT OF THE COMPANY DATED AS OF FEBRUARY 12, 1997 and THE PERSONS LISTED ON...Registration Rights Agreement • August 11th, 2006 • MEDecision, Inc. • Pennsylvania
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 25, 2001 by and between MEDecision, Inc., a Pennsylvania corporation (the “Company”), the persons (the “Existing Holders”) listed on the signature pages hereto as parties to the Registration Rights Agreement of the Company dated as of February 12, 1997 (the “Prior Registration Rights Agreement”) and the persons listed on the signature pages hereto as the Additional Holders (the “Additional Holders”). The Existing Holders together with the Additional Holders and any other persons who shall hereafter acquire Registrable Securities (as hereinafter defined) of the Company and execute a counterpart hereto pursuant to the provisions of, and subject to the restrictions and rights set forth in, this Agreement, are referred to herein collectively as the “Holders” and individually as a “Holder.”
AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2006 • MEDecision, Inc. • Pennsylvania
THIS AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made on July 6, 2006 (the “Amendment”) by and among MEDecision, Inc., a Pennsylvania corporation (the “Company”) and the parties listed on the signature pages hereto (collectively, the “Investors”), and amends that certain Second Amended and Restated Registration Rights Agreement (the “Agreement”) among the Company and the Holders party thereto (as such term is defined in the Agreement) dated September 25, 2001. Except as otherwise set forth herein, capitalized terms not otherwise defined herein have the meanings set forth in the Agreement.
THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT among MEDECISION, INC., THE PERSONS LISTED ON THE SIGNATURE PAGES HERETO AS THE SERIES A INVESTORS, THE PERSONS LISTED ON THE SIGNATURE PAGES HERETO AS THE MANAGEMENT SHAREHOLDERS, THE PERSONS LISTED...Shareholder Agreement • August 11th, 2006 • MEDecision, Inc. • Pennsylvania
THIS THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, (this “Agreement”) is entered into as of January 11, 2002, by and among MEDecision, Inc., a Pennsylvania corporation (the “Company”), the persons listed on the signature pages hereto as Series A Investors (the “Series A Investors”), the persons listed on the signature pages hereto as Management Shareholders (the “Management Shareholders”), the persons listed on the signature pages hereto as the Series B Investors, whether or not a representative of such investor signs this Agreement (the “Series B Investors”), the persons listed on the signature pages hereto as the Series C Investors (the “Series C Investors,” and together with the Series A Investors and the Series B Investors, the “Investor Shareholders”). By way of clarification, unless expressly listed as a Series C Investor on the signature pages hereto, no Employee Shareholder shall be included in the defined term “Series C Investor” or “Investor Shareholder.” The Investor Sh
AMENDMENT TO WARRANT FOR THE PURCHASE OF COMMON STOCKWarrant for the Purchase of Common Stock • August 11th, 2006 • MEDecision, Inc. • Pennsylvania
THIS AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK is made on August 1, 2006 (the “Amendment”) by and between MEDecision, Inc., a Pennsylvania corporation (the “Company”) and Commerce Bank, N.A., the successor by merger to Commerce Bank/Pennsylvania, N.A. (“Commerce”), and amends that certain Warrant for the Purchase of Common Stock dated February 12, 1997 (the “Agreement”) issued by the Company to Commerce. Except as otherwise set forth herein, capitalized terms not otherwise defined herein have the meanings set forth in the Agreement.
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2006 • MEDecision, Inc. • Pennsylvania
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made on August 2, 2006 (the “Amendment”) by and among MEDecision, Inc., a Pennsylvania corporation (the “Company”) and the parties listed on the signature pages hereto (collectively, the “Investors”), and amends that certain Second Amended and Restated Registration Rights Agreement among the Company and the Holders party thereto (as such term is defined in the Agreement) dated September 25, 2001, which was amended by that certain Amendment to Second Amended and Restated Registration Rights Agreement dated July 6, 2006 among the Company and the Investors (as so amended, the “Agreement”). Except as otherwise set forth herein, capitalized terms not otherwise defined herein have the meanings set forth in the Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2006 • MEDecision, Inc.
THIS AMENDMENT is made on this 18th day of July, 2006 by and between the MEDecision, Inc., a Pennsylvania corporation (the “Company”) and David St.Clair (“Executive”).
AMENDMENT TO THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • August 11th, 2006 • MEDecision, Inc. • Pennsylvania
THIS AMENDMENT TO THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT is made on July 6, 2006 (the “Amendment”) by and among MEDecision, Inc., a Pennsylvania corporation (the “Company”) and the parties listed on the signature pages hereto (collectively, the “Investors”), and amends that certain Third Amended and Restated Shareholders Agreement (the “Agreement”) among the Company and the Shareholders party thereto (as such term is defined therein) dated January 11, 2002. Except as otherwise set forth herein, capitalized terms not otherwise defined herein have the respective meanings set forth in the Agreement.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • August 11th, 2006 • MEDecision, Inc. • Pennsylvania
This Warrant Purchase Agreement (this “Agreement”) is executed this 15th day of June, 2001, by MEDecision, Inc., a Pennsylvania corporation (the “Borrower” or the “Company”), in favor of PNC Bank, National Association, a national banking association (the “Bank”), in accordance with the terms of that certain Loan Agreement dated June 15, 2001, between the Company and the Bank (the “Loan Agreement”). In consideration of the extension of credit by the Bank to the Company under the Loan Agreement and the payment of $676.53 in cash by the Bank to the Company, the Company has agreed to issue to the Bank 67,653 warrants (each, a “Warrant”) each to purchase one fully paid and nonassessable share of the common stock of the Company, no par value per share (the “Common Stock”), The shares of Common Stock purchasable upon exercise of the Warrants and the purchase price per Warrant are referred to herein as the “Warrant Shares” and the “Exercise Price,” respectively.
