2 3 NOW, THEREFORE, to induce Parent, U.S. Parent and Acquisition Sub to enter into, and in consideration of their entering into, the Acquisition Agreement, and in consideration of the premises and the representations, warranties and agreements...Shareholders' Agreement • June 29th, 2001 • Misys PLC • Services-computer integrated systems design • Pennsylvania
relating to a Credit Agreement dated 5 September 1997 (as amended by a Supplemental Credit Agreement dated 24 November 1997 and a Second Supplemental Agreement dated 19 June 1998) MISYS PLC as BorrowerCredit Agreement • December 18th, 1998 • Misys PLC • Services-prepackaged software • England
among MISYS PLC, KIRSTY, INC.,Misys PLC • June 29th, 2001 • Services-computer integrated systems design • Pennsylvania
1 Exhibit (d)(3) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 19, 2001, by and between Sunshine Acquisition Corporation, a Pennsylvania corporation (the "Company"), and Ivan G. Boyd ("Executive").Employment Agreement • July 25th, 2001 • Misys PLC • Services-computer integrated systems design • Pennsylvania
CONFORMED COPY STOCKHOLDER AGREEMENTStockholder Agreement • December 18th, 1998 • Misys PLC • Services-prepackaged software • Delaware
1 Exhibit (d)(11) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 19, 2001, by and between Sunshine Acquisition Corporation, a Pennsylvania corporation (the "Company"), and Josh Wisham ("Executive"). W I T N E S S E T H: WHEREAS, Executive...Employment Agreement • July 25th, 2001 • Misys PLC • Services-computer integrated systems design • Pennsylvania
MISYS PLCMisys PLC • June 29th, 2001 • Services-computer integrated systems design • England and Wales
1 Exhibit (d)(7) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 19, 2001, by and between Sunshine Acquisition Corporation, a Pennsylvania corporation (the "Company"), and Kathy C. Hollister ("Executive"). W I T N E S S E T H: - - - - - -...Employment Agreement • July 25th, 2001 • Misys PLC • Services-computer integrated systems design • Pennsylvania
1 EXHIBIT (c)(4) CONFORMED COPY EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of December 14, 1998, by and between C-ATS Software Inc., a Delaware corporation (the "Company"), and Rod A. Beckstrom ("Executive"). W I T N E S S E T H: WHEREAS,...Employment Agreement • December 18th, 1998 • Misys PLC • Services-prepackaged software • California
1 Exhibit (d)(1) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 13, 2001, by and between Sunquest Acquisition Corporation, a Pennsylvania corporation (the "Company"), and Mark Emkjer ("Executive"). W I T N E S S E T H: WHEREAS, Executive...Employment Agreement • July 25th, 2001 • Misys PLC • Services-computer integrated systems design • Pennsylvania
1 Exhibit (d)(9) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 19, 2001, by and between Sunshine Acquisition Corporation, a Pennsylvania corporation (the "Company"), and Joseph J. Stumpf ("Executive"). W I T N E S S E T H: WHEREAS,...Employment Agreement • July 25th, 2001 • Misys PLC • Services-computer integrated systems design • Pennsylvania
CONFORMED COPY STOCKHOLDERS AGREEMENTStockholders Agreement • December 18th, 1998 • Misys PLC • Services-prepackaged software • Delaware
CONFORMED COPY AGREEMENT AND PLAN OF MERGERAgreement and Plan • December 18th, 1998 • Misys PLC • Services-prepackaged software • Delaware
AMENDMENT AND RESTATEMENT AGREEMENT dated 5 March 2010 for MISYS PLC with HSBC BANK PLC acting as Agent RELATING TO A FACILITY AGREEMENT DATED 26 May 2009 Ref: L-162358 Linklaters LLPAgreement • June 10th, 2010 • Misys PLC • Services-computer integrated systems design • London
VOTING AGREEMENT by and among ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC., MISYS PLC, MISYS PATRIOT US HOLDINGS LLC, MISYS PATRIOT LIMITED and ECLIPSYS CORPORATION dated as of June 9, 2010Voting Agreement • June 10th, 2010 • Misys PLC • Services-computer integrated systems design
This VOTING AGREEMENT (this “Agreement”), dated as of June 9, 2010, is made by and among ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Company”), MISYS PLC, a public limited company incorporated under the laws of England and Wales (“Manchester”), MISYS PATRIOT US HOLDINGS LLC, a Delaware limited liability company (“MPUSH”), MISYS PATRIOT LIMITED, a limited company formed under the laws of England and Wales (“MPL” and, together with Manchester and MPUSH, the “Stockholders” and each of them individually, a “Stockholder”), and ECLIPSYS CORPORATION, a Delaware corporation (“Emerald” and, together with the Company and the Stockholders, the “Parties” and each of them individually, a “Party”).
12,500,000 Shares of Common Stock Allscripts Healthcare Solutions, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2010 • Misys PLC • Services-computer integrated systems design • New York
Barclays Capital Inc. As Representatives of the Several Underwriters, c/o Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019 Attention: Syndicate Registration
EXTENSION AND AMENDMENT AGREEMENT TO THE SHARED SERVICES AGREEMENTExtension and Amendment Agreement • June 10th, 2010 • Misys PLC • Services-computer integrated systems design
This Extension and Amendment Agreement to the Shared Services Agreement (this “Amendment”) dated as of June ___, 2010 and effective from end of the Initial Service Period (the “Amendment Effective Date”) is by and between Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (“Allscripts”), and Misys plc, a public limited company incorporated under the laws of England and Wales (“Misys”).
AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 17, 2008 BY AND AMONG MISYS PLC, MISYS HEALTHCARE SYSTEMS, LLC, ALLSCRIPTS HEALTHCARE SOLUTIONS INC., and PATRIOT MERGER COMPANY, LLCAgreement and Plan of Merger • October 20th, 2008 • Misys PLC • Services-computer integrated systems design • New York
AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2008 (this “Agreement”), by and among Misys plc, a public limited company incorporated under the laws of England (“Parent”), Misys Healthcare Systems, LLC, a North Carolina limited liability company and a wholly-owned indirect subsidiary of Parent (“Safety”), Allscripts Healthcare Solutions, Inc., a Delaware corporation (“Receiver”), and Patriot Merger Company, LLC, a North Carolina limited liability company and a wholly-owned subsidiary of Receiver (“Merger Sub”).
27,000,000 Shares of Common Stock Allscripts-Misys Healthcare Solutions, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 20th, 2010 • Misys PLC • Services-computer integrated systems design • New York
Credit Suisse Securities (USA) LLC Barclays Capital Inc. J.P. Morgan Securities Inc. UBS Securities LLC, As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, NY 10010-3629
FRAMEWORK AGREEMENT by and between MISYS PLC and ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC. dated as of June 9, 2010Framework Agreement • June 10th, 2010 • Misys PLC • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 9, 2010 (this “Agreement”), among Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (“Parent”), Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Eclipsys Corporation, a Delaware corporation (the “Company”) (Merger Sub and the Company being hereinafter collectively referred to as the “Constituent Corporations”). Certain capitalized terms are defined in Article IX and other capitalized terms used in this Agreement are defined in the Sections of this Agreement where such terms first appear.
This AMENDMENT, dated as of July 26, 2010 (this Amendment), is made and entered into by and betweenMisys PLC • July 27th, 2010 • Services-computer integrated systems design
Joint Filing AgreementJoint Filing Agreement • October 20th, 2008 • Misys PLC • Services-computer integrated systems design
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D, and all amendments thereto, to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
Joint Filing AgreementJoint Filing Agreement • August 20th, 2010 • Misys PLC • Services-computer integrated systems design
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Amendment No. 5 to the Statement on Schedule 13D, and all subsequent amendments to which this exhibit is attached, is filed on behalf of each of them in the capacities set forth below.
AMENDED AND RESTATED RELATIONSHIP AGREEMENT by and between MISYS PLC and ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC. dated as of August 20, 2010Relationship Agreement • August 20th, 2010 • Misys PLC • Services-computer integrated systems design
REGISTRATION RIGHTS AGREEMENT JUNE 9, 2010 by and among MISYS PLC, KAPITI LIMITED, ACT SIGMEX LIMITED, and ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC.Registration Rights Agreement • June 10th, 2010 • Misys PLC • Services-computer integrated systems design • Manchester
elects, a repurchase by Arsenal from Kapiti and ACTS of the Contingent Repurchase Shares (as defined in the Framework Agreement).
AMENDED AND RESTATED RELATIONSHIP AGREEMENT by and between MISYS PLC and ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC. dated as of [•], 2010Relationship Agreement • June 10th, 2010 • Misys PLC • Services-computer integrated systems design
RELATIONSHIP AGREEMENTRelationship Agreement • October 20th, 2008 • Misys PLC • Services-computer integrated systems design
In order to induce Misys plc to acquire the Consideration Shares pursuant to the Merger Agreement, and in consideration of the representations, warranties, covenants and agreements set forth herein and therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, THIS AGREEMENT is entered into on March 17, 2008
STOCK REPURCHASE AGREEMENT DATED AS OF FEBRUARY 10, 2009 BY AND AMONG MISYS PLC, MISYS PATRIOT LTD, MISYS PATRIOT US HOLDINGS, LLC, and ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC.Stock Repurchase Agreement • February 11th, 2009 • Misys PLC • Services-computer integrated systems design
STOCK REPURCHASE AGREEMENT, dated as of February 10, 2009 (this “Agreement”), by and among Misys plc, a public limited company incorporated under the laws of England (“Misys”), Misys Patriot Ltd., a limited company incorporated under the laws of England (“Misys UK Holdings”), Misys Patriot US Holdings LLC, a limited liability company incorporated under the laws of Delaware (“Misys US Holdings”) and Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (“Allscripts”).
Dear Sirs,Misys PLC • June 10th, 2010 • Services-computer integrated systems design • London
£210,000,000 term and multicurrency revolving credit facilities agreement dated 26 May 2009 as amended on 23 June 2009 and 5 March 2010 (the Agreement) between, amongst others, Misys plc (the Company), various lenders as specified in Part II of Schedule 1 to the Agreement, HSBC Bank plc as agent (the Agent) and HSBC Corporate Trustee Company (UK) Limited as security agent (the Security Agent)
ValueAct Letterhead]Misys PLC • June 10th, 2010 • Services-computer integrated systems design
We refer to a proposed disposal (the “Disposal”), to be effected pursuant to the Framework Agreement, dated as of the date hereof, between Misys plc, a public limited company incorporated under the laws of England and Wales with registered number 01360027 (the “Company”) and Allscripts-Misys Healthcare Solutions, Inc. (“Arsenal”, a Delaware corporation (the “Framework Agreement”), details of which will be set out in the circular to be sent by the Company to its shareholders (the “Shareholder Circular”).
FIRST AMENDMENT TO RELATIONSHIP AGREEMENTRelationship Agreement • October 20th, 2008 • Misys PLC • Services-computer integrated systems design
This First Amendment to Relationship Agreement (this “Amendment”) dated as of August 14, 2008 is by and between Allscripts Healthcare Solutions, Inc., a Delaware corporation (“Allscripts”), and Misys plc, a public limited company incorporated under the laws of England and Wales (“Misys”).
TRANSITIONAL SERVICES AGREEMENT by and between MISYS PLC and ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC dated as of [•], 2010Transitional Services Agreement • June 10th, 2010 • Misys PLC • Services-computer integrated systems design • New York
THIS TRANSITIONAL SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2010, between Misys plc, a public limited company incorporated under the laws of England and Wales (“Manchester”), and Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (“Arsenal”).
