0001193125-09-113131 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 15th, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 2009 by and between MEDIDATA SOLUTIONS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 15th, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • New York

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between (i) SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and (ii) MEDIDATA SOLUTIONS, INC., a Delaware corporation with offices located at 79 Fifth Avenue, 8th Floor, New York, New York 10003 and MEDIDATA FT, INC. (formerly known as Fast Track Systems, Inc.), a California corporation with offices located at 20 Ash Street, Suite 330, Conshohocken, Pennsylvania 19428 (individually and collectively, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

AGREEMENT AND PLAN OF MERGER dated as of February 13, 2008 among MEDIDATA SOLUTIONS, INC. FT ACQUISITION CORP. FAST TRACK SYSTEMS, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC
Agreement and Plan of Merger • May 15th, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • New York

AGREEMENT AND PLAN OF MERGER, dated as of February 13, 2008, among MEDIDATA SOLUTIONS, INC., a Delaware corporation (the “Purchaser”), FT ACQUISITION CORP., a California corporation and wholly-owned subsidiary of Purchaser (the “Merger Sub”), FAST TRACK SYSTEMS, INC., a California corporation (the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, in its capacity as shareholder representative (the “Shareholder Representative”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 15th, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of this 14th day of March, 2008, by and among Medidata Solutions, Inc., a Delaware corporation (together with any successor thereto, “Medidata”), and Shareholder Representative Services LLC, as representative (the “Shareholder Representative”) of the former holders of shares of capital stock of Fast Track Systems, Inc., a California corporation (“Fast Track”). Terms not otherwise defined herein shall have the meanings set forth in the Merger Agreement (as defined below).

MEDIDATA SOLUTIONS, INC. EXECUTIVE CHANGE IN CONTROL AGREEMENT WITH [NAME OF EXECUTIVE]
Executive Change in Control Agreement • May 15th, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 15th, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • Delaware

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of this 27th day of May, 2004, by and among Medidata Solutions, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and the investors listed under the heading “Investors” on the signature pages hereto, including the investors of the Series D Preferred Stock (as defined below) (the “Series D Investors”) and any other investor who from time to time becomes a party to this Agreement by execution of a Joinder Agreement in substantially the form attached as Exhibit I hereto (each, an “Investor” and collectively, the “Investors”).

STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • May 15th, 2009 • Medidata Solutions, Inc. • Services-prepackaged software • New York

This STOCK REPURCHASE AGREEMENT (this “Agreement”), dated as of October 2, 2007, is by and among Medidata Solutions, Inc., a Delaware corporation (the “Company”), and the stockholders listed on Annex I attached hereto (the “Stockholders”).

FIRST LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • May 15th, 2009 • Medidata Solutions, Inc. • Services-prepackaged software

This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of the First Loan Modification Effective Date, by and between (i) SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and (ii) MEDIDATA SOLUTIONS, INC., a Delaware corporation with offices located at 79 Fifth Avenue, 8th Floor, New York, New York 10003 (“Solutions”) and MEDIDATA FT, INC. (formerly known as Fast Track Systems, Inc.), a California corporation with offices located at 20 Ash Street, Suite 330, Conshohocken, Pennsylvania 19428 (“FT”, and together with Solutions, individually and collectively, the “Borrower”).

MEDIDATA SOLUTIONS, INC. AMENDED AND RESTATED 2000 STOCK OPTION PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • May 15th, 2009 • Medidata Solutions, Inc. • Services-prepackaged software

Unless otherwise defined herein, the terms defined in the Amended and Restated 2000 Stock Option Plan, as amended (the “Plan”) of Medidata Solutions, Inc. (the “Company”) shall have the same defined meanings in this Stock Option Agreement.

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