Prepared and filed by St Ives Financial



AMENDMENT TO 

SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

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.

BACKGROUND

A. As of the date of this Amendment, the Existing Holders consist of: Liberty Ventures I, L.P., Commonwealth Venture Partners II, L.P. and Stockwell Fund, LP.

B. As of the date of this Amendment, the Additional Holders consist of: Anne Kavanagh, Britannia Holdings Limited, Cap Gemini Ernst & Young US, LLC, Carl E. Smith, Chris Masso, David R. Bohn, DWS Investments, GmbH, E. Galey Clarke, Elizabeth Gross Weese Trust (Brian D. Weese, Trustee), Frank Drazka, Grotech Partners V, L.P., Grotech V Maryland Fund, L.P., Harrison Wehner, III, J. Allen Dougherty TTEE UTD 12/22/97 FBO Peter Wetherill, Janney Montgomery Scott LLC, John Torrence, Kevin Gilbert, Leonard Brooks, III, Liberty Ventures I, L.P., Liberty Ventures II, L.P., Mark O’Neill, Martin Magida, Michael Savage, Mitchell T. Levine, Paul and Paula Ambrose, JTWROS, Peter Zurkow, Phillip K. Keating, Samuel D. Weaver, Schnader Harrison Segal & Lewis Retirement Plan, Stephen Todd Walker, Stockwell Fund, LP, Suzie MacCagnan, Terri Moffa Paramito and Albert J. Paramito, JT Ten, The
Peregrine Equity Fund, LLP and UBS Warburg LLC.

C.
  As of the date of this Amendment, the Holders of Forced
  Conversion Common Stock consist of: Cap Gemini Ernst & Young US, LLC, DWS
  Investments, GmbH, Janney Montgomery Scott LLC, Suzie MacCagnan and UBS Warburg
  LLC.

D. The Agreement may be amended by the written consent of (i) the Company, (ii) the Holders who beneficially own at least two-thirds of the currently outstanding Registrable Securities excluding Forced Common Conversion Stock and (iii) in the event that an amendment shall remove the rights of the Holders of Forced Conversion Common Stock, Holders of Forced Conversion Common Stock holding at least two-thirds of the outstanding Forced Conversion Common Stock.

E. The Company and the Investors desire to amend the Agreement as set forth below.

F. The Investors constitute (i) the Holders who beneficially own at least two-thirds of the currently outstanding Registrable Securities excluding Forced Common Conversion Stock and (iii) the Holders of Forced Conversion Common Stock holding at least two-thirds of the outstanding Forced Conversion Common Stock.







AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors, intending to be legally bound hereby, agree as follows:

1. Amendment. Section 1.2.2 of the Agreement is hereby amended in its entirety to read in its entirety as follows: 

“Reduction. If a registration in which any Holder has the right or is otherwise permitted to participate pursuant to this Section 1.2 is (i) the QIPO, the Company may limit, to the extent so advised in writing by the underwriters, the amount of securities (including Registrable Securities) to be included in the registration by the Company’s stockholders (including the Holders), or may exclude, to the extent so advised in writing by the underwriters, such securities (including Registrable Securities) entirely from the QIPO, or (ii) an underwritten registration subsequent to the QIPO, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company may limit the amount of securities (including Registrable Securities) to be
included in such registration by the Company’s stockholders (including the Holders) as follows: (a) the amount of such shares that may be included in such registration pursuant to the forgoing provisions of this Section 1.2.2 will first be allocated pro rata among all of the Additional Holders, excluding Holders of Forced Conversion Common Stock, exercising piggyback registration rights pursuant to Section 1.2 in proportion to the number of shares of Registrable Securities owned by them, second be allocated pro rata among all of the Existing Holders, excluding Holders of Forced Conversion Common Stock, joining in the registration pursuant to Section 1.2 in proportion to the number of shares of Registrable Securities owned by them, third, be allocated pro rata among all Holders of Forced
Conversion Common Stock exercising piggyback registration rights pursuant to Section 1.2 in proportion to the number of shares of Registrable Securities owned by them, and fourth to any other party seeking to participate in the offering; provided, however, that (a) no shares proposed to be included by an Additional Holder, excluding Holders of Forced Conversion Common Stock, shall be excluded if any shares proposed to be sold by Holders of Forced Conversion Common Stock or other stockholders who are not Additional Holders are included, (b) if all Registrable Securities proposed to be included by the Additional Holders, excluding Holders of Forced Conversion Common Stock, are included, no shares proposed to be included by an Existing Holder shall be excluded if any shares proposed to be sold by Holders of Forced Conversion Common Stock or other stockholders who are not Additional Holders or
Existing Holders are included and (c) if all Registrable Securities proposed to be included by Additional Holders, excluding Holders of Forced Conversion Common Stock, and the Existing Holders are included, no shares proposed to be included by a Holder of Forced Conversion Common Stock shall be excluded if any shares proposed to be sold by other stockholders who are not Holders are included.”

2. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of all the successors and assigns, respectively, of each party to the Agreement.

-2-





3. Governing Law. This Amendment shall be governed by the laws of the Commonwealth of Pennsylvania without regard to conflict of law provisions of the Commonwealth of Pennsylvania or any other jurisdiction.

4. Ratification. Except as expressly waived, amended, modified or supplemented hereby, the Agreement and the respective rights and obligations of each party thereto which are provided therein are hereby ratified and confirmed and shall continue in full force and effect. This Amendment shall not be considered a waiver or amendment of any party’s rights under the Agreement, except as the same are expressly amended or supplemented hereby.

5. Counterparts. This Amendment may be executed in multiple counterparts, whether by facsimile or otherwise, none of which need contain the signatures of all parties, each of which shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

-3-





IN WITNESS WHEREOF, this AMENDMENT TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT has been duly executed and delivered by each party hereto as of the date first written above.

 




  	
         
 	
             
 	
         
 	
            MEDECISION, INC.
 
	
         

      	
         

      	
         

      	
         

      	
        By: 

      	
        
 /s/ David St. Clair
 
	
         
 	
         
 	
         
 	
         
 	
         
 	
        

 
	
         
 	
         
 	
         
 	
         
 	
        Name: 
 	
        David St. Clair
 
	
         
 	
         
 	
         
 	
         
 	
        Title: 
 	
        Chairman and CEO
 






 




  	
         

      	
         

      	
         

      	
        LIBERTY
          VENTURES I, L.P.

      
	
         

      	
         

      	
         

      	
         

      	
        By: 

      	
        Liberty
          Ventures, Inc.

      
	
         

      	
         

      	
         

      	
         

      	
        Its:

      	
        General
          Partner

      






 




  	
         

      	
         
 	
         

      	
         
 	
        By: 

      	
        /s/ Thomas R. Morse
 
	
         

      	
         
 	
         

      	
         
 	
         
 	
        

 
	
         
 	
         
 	
         
 	
         
 	
        Name: 
 	
        Thomas R. Morse
 
	
         
 	
         
 	
         
 	
         
 	
        Title: 
 	
        President
 






 




  	
         

      	
         

      	
         

      	
        LIBERTY
          VENTURES II, L.P.

      
	
         

      	
         

      	
         

      	
         

      	
        By: 

      	
        Liberty
          Ventures Partners II, LLC

      
	
         

      	
         

      	
         

      	
         

      	
        Its:

      	
        General
          Partner

      






 




  	
         

      	
         
 	
         

      	
         
 	
        By: 
 	
        /s/ Thomas R. Morse
 
	
         
 	
         
 	
         
 	
         
 	
         
 	
        

 
	
         
 	
         
 	
         
 	
         
 	
        Name: 
 	
        Thomas R. Morse
 
	
         
 	
         
 	
         
 	
         
 	
        Title: 
 	
        Managing Director
 






 




  	
         

      	
             
 	
         
 	
            COMMONWEALTH VENTURE
 PARTNERS II, L.P.
 
 
 
	
         

      	
         

      	
         

      	
         

      	
        By: 

      	
        /s/ Thomas R. Morse
 
	
         
 	
         
 	
         
 	
         
 	
         
 	
        

 
	
         
 	
         
 	
         
 	
         
 	
        Name: 
 	
        Thomas R. Morse
 
	
         
 	
         
 	
         
 	
         
 	
        Title: 
 	
        General Partner
 






 




  	
         

      	
         

      	
         

      	
        STOCKWELL
          FUND, LP

      
	
         

      	
         

      	
         

      	
         

      	
        By: 

      	
        Stockwell
          Managers, LLC

      
	
         

      	
         

      	
         

      	
         

      	
        Its:

      	
        General
          Partner

      






 




  	
         

      	
         

      	
         

      	
         

      	
        By: 

      	
        /s/ Matthew Klinger
 
	
         
 	
         
 	
         
 	
         
 	
         
 	
        

 
	
         
 	
         
 	
         
 	
         
 	
        Name: 
 	
        Matthew Klinger
 
	
         
 	
         
 	
         
 	
         
 	
        Title: 
 	
        Vice President
 











 




  	
         

      	
         

      	
         

      	
        GROTECH
          PARTNERS V, L.P.

      
	
         

      	
         

      	
         

      	
         

      	
        By: 

      	
        Grotech
          Capital Group V, L.L.C.

      
	
         

      	
         

      	
         

      	
         

      	
        Its:

      	
        General
          Partner

      






 




  	
         

      	
         
 	
         

      	
         
 	
        By: 

      	
        /s/ Frank Adams
 
	
         
 	
         
 	
         
 	
         
 	
         
 	
        

 
	
         
 	
         
 	
         
 	
         
 	
        Name: 
 	
        Frank Adams
 
	
         
 	
         
 	
         
 	
         
 	
        Title: 
 	
        Managing Partner
 






 




  	
         

      	
         

      	
         

      	
        GROTECH
          MARYLAND FUND L.P.

      
	
         

      	
         

      	
         

      	
         

      	
        By: 

      	
        Grotech
          Capital Group V, L.L.C.

      
	
         

      	
         

      	
         

      	
         

      	
        Its:

      	
        General
          Partner

      






 




  	
         

      	
         
 	
         

      	
         
 	
        By: 

      	
        /s/ Frank Adams
 
	
         
 	
         
 	
         
 	
         
 	
         
 	
        

 
	
         
 	
         
 	
         
 	
         
 	
        Name: 
 	
        Frank Adams
 
	
         
 	
         
 	
         
 	
         
 	
        Title: 
 	
        Managing Partner